SB-2/A

As filed with the Securities and Exchange Commission on October 27, 2005.

Registration Statement No. 333-127635

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form SB-2/A

AMENDMENT NO. 3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Gryphon Gold Corporation

(Name of Small Business Issuer in its charter)

Nevada	1041	92-0185596
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employee Identification No.)

390 Union Blvd., Suite 360 Lakewood, CO, 80228	303-988-5777
(Address of principal executive offices)	(Registrant’s telephone number, including area code)

Paracorp Incorporated

318 N Carson Street #208

Carson City, Nevada 89701

Phone: (775) 883-0104

(Name, address and telephone number of agent for service)

Copies to:

Kenneth Sam, Esq.	Philippe Tardif, Esq.	Andrew Foley, Esq.	Paul Goldman, Esq.
Chris Doerksen, Esq.	Lang Michener LLP	Paul, Weiss, Rifkind,	Goodmans
Dorsey & Whitney LLP	Suite 2500, 181 Bay Street	Wharton & Garrison LLP	355 Burrard Street, Suite 1900
1420 Fifth Avenue, Suite 3400	Toronto, Ontario	1285 Avenue of the Americas	Vancouver, British Columbia
Seattle, WA 98101	Canada M5J 2T7	New York, NY 10019-6064	Canada V6C 2G8
(206) 903-8800	(416) 307-4085	(212) 373-3078	(604) 608-4550

     Approximate date of proposed sale to the public: From time to time after the effective date of this registration statement.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.    þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

(SUBJECT TO COMPLETION) DATED OCTOBER 26, 2005

PRELIMINARY PROSPECTUS

GRYPHON GOLD CORPORATION

Cdn$17,500,000

($15,000,000)

                            Units

        This is the initial public offering of our securities. We are offering             units at a price of Cdn$             per unit. Each unit will consist of one (1) share of our common stock and one-half of one (1/2) Class A Warrant. Each whole Class A Warrant is exercisable to acquire one share of common stock at a price of Cdn$             until 5:00 p.m. (New York time) on                   (one year from the Closing Date). Our units are being offered for sale concurrently by Canadian underwriters in each province of Canada under the terms of a prospectus filed with Canadian securities regulatory authorities; in the United States only to “Qualified Institutional Buyers” as defined in Rule 144A of the Securities Act of 1933 by a group of selling agents that includes Desjardins Securities International Inc., the U.S. affiliate of Desjardins Securities Inc. and CIBC World Markets Corp., the U.S. affiliate of CIBC World Markets Inc., Orion Securities (USA) Inc., the U.S. affiliate of Orion Securities Inc.; and in Europe through selling agents in accordance with applicable law.

     We currently expect the initial public offering price of our units to be between Cdn$1.00 ($0.86) and Cdn$1.60 ($1.37) per unit, and the exercise price of our Class A Warrants to be between Cdn$1.20 ($1.03) and Cdn$2.00 ($1.71) per share. We expect to issue approximately 13,461,538 units, assuming we issue units at Cdn$1.30 ($1.11) per unit (the midpoint of our estimated range). We have granted the underwriters a 15% over-allotment option, which if fully exercised, would allow them to acquire approximately an additional 2,019,230 units at the assumed offering price of Cdn$1.30 ($1.11) to cover over-allotments. The initial public offering price of the units and the terms of the Class A Warrants will be determined by negotiation between Gryphon Gold and the underwriters in the context of the market. These prices may not reflect the market price of our common stock after our offering.

     No public trading market currently exists for our units, common stock or warrants. We have received conditional listing approval to list our common stock on the Toronto Stock Exchange under the symbol “GGN”, subject to us fulfilling all of the listing requirements of the Toronto Stock Exchange.

     Investing in our common stock involves risks. See “Risk Factors and Uncertainties” beginning on page 7.

			Underwriting Discounts
	Price to Public		and Commissions(1)		Net Proceeds to Company(3)
Per Unit(2)		Cdn$1.30 ($1.11)		Cdn$0.104 ($0.089)		Cdn$1.196 ($1.02)
Total Offering(3)		Cdn$17,500,000 ($15,000,000)		Cdn$1,400,000 ($1,200,000)		Cdn$16,100,000 ($13,800,000)

(1)	We have agreed to underwriting discounts and commissions equal to 8% of the initial public offering price. Underwriters may pay selling agents selling agent commissions from underwriting discounts and commissions. In addition, we agreed to issue the underwriters compensation options exercisable to acquire a number of shares of common stock equal to 10% of the number of units sold. The compensation options are exercisable to acquire shares of common stock at the initial public offering price until                 (one year from the Closing Date).
(2)	Based on assumed initial public offering price of Cdn$1.30 ($1.11), the midpoint of our range.
(3)	After deducting the underwriting discounts and commission but before deducting the expenses of the offering which are estimated at Cdn$1,400,000 ($1,200,000). The expenses of the offering, including the underwriters’ expenses, will be paid by us.

     We have granted the underwriters an over-allotment option, exercisable until the date which is 30 days following the closing of this offering, to purchase on the same terms a number of additional units equal to up to 15% of the number of units sold in the offering. If the underwriters exercise the over-allotment option in full, the total offering will be Cdn$20,125,000 ($17,249,000) and proceeds to us (before expenses of the offering) will be approximately Cdn$18,515,000 ($15,869,000).

     The underwriters expect to deliver the shares of common stock and Class A Warrants comprising the units on or before                 , 2005.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

DESJARDINS SECURITIES INTERNATIONAL INC. CIBC WORLD MARKETS CORP. ORION SECURITIES (USA) INC.

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS AND UNCERTAINTIES		5
FORWARD-LOOKING STATEMENTS		15
GRYPHON GOLD CORPORATION		16
DESCRIPTION AND DEVELOPMENT OF THE BUSINESS		16
GOLD INDUSTRY AND THE GOLD MARKET		19
BOREALIS PROPERTY		21
USE OF PROCEEDS		48
DIVIDEND POLICY		49
CONSOLIDATED CAPITALIZATION		50
DILUTION		50
PRIOR SALES OF SECURITIES		51
LEGAL PROCEEDINGS		52
DIRECTORS AND OFFICERS		53
EXECUTIVE COMPENSATION		59
PRINCIPAL STOCKHOLDERS		63
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		65
DESCRIPTION OF SECURITIES		67
MANAGEMENT’S DISCUSSION AND ANALYSIS		72
DESCRIPTION OF PROPERTY		76
TRANSFER AGENT AND REGISTRAR		77
LEGAL		77
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS		77
SHARES ELIGIBLE FOR FUTURE SALE		81
UNDERWRITING		84
EXPERTS		87
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS		87
WHERE YOU CAN FIND MORE INFORMATION		88
DEFINITIONS OF TECHNICAL TERMS		89
INDEX TO FINANCIAL STATEMENTS		F-1

      You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from the information contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our common stock occurs.

FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES

      In this prospectus all references to “$” or “dollars” mean the U.S. dollar, and unless otherwise indicated all currency amounts in this prospectus are stated in U.S. dollars. All references to “Cdn$” refer to the Canadian dollar. All financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are reported in U.S. dollars.

EXCHANGE RATE INFORMATION

      The following table sets forth, for each of the years indicated, the year end exchange rate, the average closing rate and the high and low closing exchange rates of one Canadian dollar in exchange for U.S. currency as quoted by the Bank of Canada. On September 30, 2005, the closing rate was Cdn$1.00 equals United States $0.8601. For the purposes of this prospectus, U.S. dollars were converted into Canadian dollars at the rate of Cdn$1.00 = US$0.8571, rounded to the nearest thousand dollars, as applicable.

	Calendar Year Ended				Fiscal Year Ended
	December 31				March 31
	2004		2003		2005		2004
High		0.8504		0.7726		0.8504		0.7866
Low		0.7165		0.6381		0.7164		0.6763
Average		0.7685		0.7138		0.7822		0.7392
Year End		0.8319		0.7713		0.8267		0.7626

METRIC CONVERSION TABLE

      For ease of reference, the following conversion factors are provided:

Metric Unit	U.S. Measure	U.S. Measure	Metric Unit
1 hectare	2.471 acres	1 acre	0.4047 hectares
1 metre	3.2881 feet	1 foot	0.3048 metres
1 kilometre	0.621 miles	1 mile	1.609 kilometres
1 gram	0.032 troy oz.	1 troy ounce	31.1 grams
1 kilogram	2.205 pounds	1 pound	0.4541 kilograms
1 tonne	1.102 short tons	1 short ton	0.907 tonnes
1 gram/tonne	0.029 troy ozs./ton	1 troy ounce/ton	34.28 grams/tonne

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SUMMARY

      This summary does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the “Risk Factors and Uncertainties” section and our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in shares of our common stock.

Summary of Our Business

      We are a gold company focused on acquiring, exploring and developing gold properties in the United States. Our objective is to establish a producing gold company through the development and extraction of gold deposits, beginning with our Borealis Property.

      Our principal asset is the Borealis Property located in the Walker Lane Gold Belt in the Borealis District of Western Nevada. In the 1980’s, previous operators of the Borealis Property operated a gold mine on the property. Operations at the mine were shut down in 1991 and a full site reclamation was completed in 1994.

      In May 2005, Ore Reserves Engineering delivered to us a technical report on the Borealis Property prepared in accordance with National Instrument 43-101 of the Canadian Securities Administrators.

      We acquired our interest in the Borealis Property from Golden Phoenix Minerals, Inc. in a series of transactions, which began in July 2003. During 2004, we completed drilling, technical and engineering work necessary to prepare a Plan of Operation to allow the construction and operation of an open pit heap leach mine on the Borealis Property. We submitted the Plan of Operation to the United States Forest Service in August 2004, and we are continuing our work to satisfy the requirements of the various agencies, including the approval of the Nevada Division of Environmental Protection. We anticipate that the principal mine operating permits will be granted in early 2006.

      We are preparing a feasibility study on the previously mined area of the Borealis Property to further delineate the gold mineralization available for the operation of a mine, to upgrade some or all of the mineralized material to proven and probable reserves, design the open pit mine, heap leach pads and gold recovery plant and to estimate the capital and operating costs of the proposed mining scenario. Metallurgical test work completed to date indicates the material is amenable to conventional heap-leach recovery methods. Once we have completed a feasibility study and, if warranted have made a decision to begin development, we intend to develop our Borealis Property and place it into production. We estimate that we may be able to commence mine operations during the second half of 2006.

Corporate Strengths

      We believe that we have the following business strengths that will enable us to achieve our objectives:

•  Our management team has significant mining industry experience ranging from exploration to mine development and operation.

•  As the Borealis Property was the site of surface mining operations from 1981 to 1990, we believe the process to receive permits and start operations on previously mined operations is less difficult than getting permits for a previously undisturbed area. We have begun the environmental related regulatory review and approval process, which we believe will allow us to resume surface mining and on site gold recovery. We have received approvals for surface exploration and water wells and have successfully progressed through the required agency and public review process for those permits.

•  Our land position is extensive, covering approximately 14,900 acres. We believe many surface showings of gold mineralization on the property may provide opportunities for discovery of gold deposits. Our property has multiple types of gold deposits, including oxidized material, partial oxidized material, and predominantly sulfide material; which we believe may allow us flexibility in our future plans for mine development and expansion.

      We cannot be certain that any mineral deposits will be discovered in sufficient quantities and grade to justify commercial operations. We have no proven or probable reserves. Whether a mineral deposit will be

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commercially viable depends on a number of factors, including the particular attributes of the deposit; metal prices, which are highly cyclical; the cost to extract and process the mineralized material; and government regulations and permitting requirements. We may be unable to upgrade our mineralized material to proven and probable reserves in sufficient quantities to justify commercial operations and we may not be able to develop the Borealis Property.

Borealis Property — Mineralization

      Mineralized material is contained in several deposits within the limits of a specific study area defined as the central core group of mining claims for historical mining operations that took place in the 1980’s, and was estimated using guidelines established in, and is compliant with, Canadian NI 43-101 standards. These gold deposits within the specific study area include: the West Alluvial Deposit, Borealis, Crocodile Ridge, Deep Ore Flats (also known as Polaris), East Ridge, Freedom Flats, Gold View, Graben, Middle Ridge and Northeast Ridge.

      Known gold deposits outside the boundaries of the study area with historical estimates include Cerro Duro, Jaimes Ridge, Purdy Peak and Boundary Ridge Zone. These four deposits are all located on mining claims that we control. The historical estimates have not been verified by our Technical Report and should not be relied upon.

Summary Financial Data

      The following table summarizes our financial data. You should read the following selected financial data together with our consolidated financial statements and the related notes appearing at the end of this prospectus and the “Management’s Discussion and Analysis” section and other financial data included in this prospectus.

				Period From
				April 24, 2003			Three Months Ended						From April 24, 2003
	Fiscal Year Ended			(Inception) to			June 30,						(Inception) to
	March 31,			March 31,									June 30,
	2005			2004			2005			2004			2005
	(Restated)*			(Restated)*			(Unaudited)			(Unaudited)			(Unaudited)
													(Restated)*
Statement of Operations Data:
Revenue	$	0		$	0		$	0		$	0		$	0
Net loss		(2,525,420	)		(1,115,925	)		(817,918	)		(691,257	)		(4,459,263	)
Basic and diluted loss per common share		(0.17	)		(0.14	)		(0.03	)		(0.05	)
Weighted average shares outstanding(1)		15,287,736			7,879,432			26,150,210			14,376,000

	At March 31,				At June 30,
	2005		2004		2005
					(Unaudited)
Balance Sheet Data:
Cash	$	3,065,436	$	975,551	$	5,859,298
Working capital		1,702,953		1,065,082		4,743,631
Total assets		4,985,808		1,588,107		7,721,545
Non-current liabilities		0		0		0
Stockholders’ equity		3,532,615		1,379,275		6,574,174

(1)  As of June 30, 2005, we had 27,722,370 Common shares issued and outstanding.

*  Restated for certain transactions, including shares issued to an employee, shares issued to directors and options issued to a consultant, to increase previously reported management salaries and consulting fees, losses and loss per share. See Note 11 to our audited consolidated financial statements for the year ended March 31, 2005.

The Offering

      This prospectus covers Units with the aggregate value of Cdn$17,500,000 ($15,000,000), each Unit consisting of one share of common stock and one-half of one Class A Warrant, offered in our initial public offering, plus an over-allotment option equal to 15% of the total number of Units sold in the offering.

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Securities Offered	Units consisting of:
	• one share of common stock, and
	• one-half of one Class A Warrant.
	Each whole Class A Warrant is exercisable to acquire one share of common stock at $          per share and will expire on          .
Offering Price	Cdn$          per Unit
Common Stock Outstanding as of September 30, 2005	27,722,370 shares
Offering(1)(2)
Number of Units Offered	13,461,538
Number of Shares of Common Stock Outstanding After Offering	41,183,908
Number of Class A Warrants Outstanding After Offering	6,730,769
Number of Shares of Common Stock Outstanding Assuming Exercise of all of the Class A Warrants	47,914,677

(1)

Assumes no exercise by the underwriters of their option to purchase up to 15% of the number of units sold in the offering to cover over-allotments, if any.

(2)

Based on an assumed initial public offering price of Cdn$1.30 ($1.11) per unit, the midpoint of our estimated price range of between Cdn$1.00 ($0.86) and Cdn$1.60 ($1.37) per unit. The actual number of units issued and the actual initial public offering price of the units and the exercise price of the Class A Warrants will be determined by negotiation between Gryphon Gold and the underwriters in the context of market conditions. The actual initial public offering price may differ from the assumed initial public offering price.

Use of Proceeds	We expect to use the net proceeds from this offering to finance exploration and, if warranted, development of our Borealis Property. In addition, we will use the proceeds from this offering for general corporate purposes, including working capital needs. Proceeds from the exercise of the underwriters’ over-allotment option, if any, will be used for general corporate purposes. We expect to incur approximately Cdn$1,400,000 ($1,200,000) in expenses in connection with this offering, including the reimbursement of expenses of the underwriters. See “Use of Proceeds.”
Dividend Policy	We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying cash dividends.
Offering Restrictions	The Units are being offered to the public in Canada under a Canadian prospectus. The Units are being offered in the United States by a group of selling agents that includes Desjardins Securities International Inc., the U.S. affiliate of Desjardins Securities, Inc., CIBC World Markets Corp., the U.S. affiliate of CIBC World Markets Inc., and Orion Securities (USA) Inc., the U.S. affiliate of Orion Securities Inc., only to “qualified institutional buyers” as that term is defined in Rule 144A of the Securities Act of 1933, as amended.

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      The number of shares of our common stock that will be outstanding immediately after this offering includes 27,722,370 shares of common stock outstanding as of September 30, 2005. This calculation excludes:

•  2,400,000 shares of common stock issuable upon vested exercise of options outstanding as of September 30, 2005 at an exercise price of $0.75 per share for 2,300,000 options and at the initial public offering price for 100,000 options;

•  6,694,193 shares of common stock issuable upon exercise of warrants outstanding as of September 30, 2005 at a weighted average exercise price of $0.89 per share;

•  600,000 shares of common stock available for future grant under our Stock Option Plan as of September 30, 2005;

•  an exercise by the underwriters of the over-allotment option to purchase up to 2,019,230 additional units from us to cover over-allotments, if any, assuming an initial public offering price of Cdn$1.30 ($1.11) per unit (the midpoint of our range); and

•  shares of common stock issuable to the underwriters pursuant to the compensation option granted to the underwriters hereunder at a price of Cdn$          per share.

      Unless otherwise indicated, all information in this prospectus assumes no exercise of the Class A Warrants, the over-allotment option or the underwriters compensation options.

Listing	The Toronto Stock Exchange has conditionally approved the listing of our common stock, subject to our fulfilling all of the listing requirements of the exchange by December 28, 2005.
Proposed Toronto Stock Exchange Symbol	GGN

      Investing in our securities involves risks more specifically described under “Risk Factors and Uncertainties” beginning on page 7.

      Our principal business offices are located at 390 Union Blvd., Suite 360, Lakewood, Colorado 80228, and our telephone number is 303-988-5777. We also have an administrative and financing office in Canada at Suite 810, 1130 West Pender Street, Vancouver, British Columbia, Canada V6E 4A4, and our phone number is 604-261-2229.

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RISK FACTORS AND UNCERTAINTIES

      Readers should carefully consider the risks and uncertainties described below before deciding whether to invest in shares of our common stock.

      Our failure to successfully address the risks and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment. We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business.

      Estimates of mineralized material are forward-looking statements inherently subject to error. Although resource estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

The feasibility of mining on the Borealis Property, our only property, has not been established, which means we have not completed exploration work to determine if it is commercially feasible to develop the property.

      We have no probable or proven reserves on our property. The mineralized material identified to date on the Borealis Property does not have demonstrated economic viability, and we cannot provide any assurance that mineral reserves will be identified on the property. The feasibility of mining has not been, and may never, be established. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. If we are unable to upgrade some or all of our mineralized material to proven and probable reserves in sufficient quantities to justify commercial operations, we may not be able to develop a mine at the Borealis Property. The market value of exploration stage companies is determined, in part, by the existence of proven or probable reserves on the company’s property. If we are unable to establish such reserves, the market value of our securities is expected to decline significantly and you may lose some or all of your investment. In addition, if we are unable to develop the Borealis Property, we may never be able to generate revenues from operations.

Historical production on the Borealis Property may not be indicative of the potential for future development.

      The Borealis Mine actively produced gold in the 1980’s, but we currently have no commercial production at the Borealis Property and have never recorded any revenues. You should not rely on the fact that there were historical mining operations at the Borealis Property as an indication that we will ever place the property into commercial production. We expect to continue to incur losses unless and until such time, if ever, as our property enters into commercial production and generates sufficient revenues to fund our continuing operations. The development of new mining operations at the Borealis Property will require the commitment of substantial resources for operating expenses and capital expenditures, which may increase in subsequent years as needed consultants, personnel and equipment associated with advancing exploration, development and commercial production of our properties are added. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants’ analysis and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, our acquisition of additional properties, and other factors, many of which are beyond our control. We may not be able to place the Borealis Property into production or generate any revenues or achieve profitability.

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Our operations may require further capital beyond what we raise in this offering.

      We are an early stage company and currently do not have sufficient capital to fully fund the Plan of Operation at the Borealis Property. Currently, we have sufficient cash on hand to fund the completion of a feasibility study, the current drilling program and general and administrative expenses through our fiscal year ending March 31, 2006. Although the proceeds of this offering are expected to provide us with sufficient capital to fund our initial mining, processing, development and exploration of the Borealis Property based on management’s current assumptions, we may require substantial additional financing for future exploration or development activities or if we encounter unexpected costs or delays. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development or production on any or all of the Borealis Property and any properties we may acquire in the future or even a loss of property interest. This includes the Borealis Property, as our lease over claims covering the principal deposits will expire in 2009 unless we are engaged in active mining operations at that time. We have not obtained firm bids or third party verification for completing work on the Borealis Property, and we cannot be certain that the amounts we allocate in our use of proceeds will be sufficient to fund this work. We cannot be certain that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable or acceptable to us. Future financings may cause dilution to our shareholders.

Our exploration activities on the Borealis Property may not be commercially successful, which could lead us to abandon our plans to develop the property and our investments in exploration.

      Our long-term success depends on our ability to identify additional mineral deposits on the Borealis Property and other properties we may acquire, if any, that we can then develop into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks and is frequently nonproductive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor. The success of gold exploration is determined in part by the following factors:

•  the identification of potential gold mineralization based on superficial analysis;

•  availability of government-granted exploration permits;

•  the quality of our management and our geological and technical expertise; and

•  the capital available for exploration.

      Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may have an adverse effect on the market value of our securities and the ability to raise future financing. We cannot assure you that we will discover or acquire any mineralized material in sufficient quantities on any of our properties to justify commercial operations.

Planned exploration, and, if warranted, development and mining activities on our Borealis Property involve a high degree of risk.

      Our planned operations will be subject to all the hazards and risks normally encountered in the exploration, development and production of gold and other base or precious metals, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, pit-wall failures, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental

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damage and legal liability. Milling operations, if any, are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.

      The parameters used in estimating mining and processing efficiency are based on testing and experience with previous operations. While the parameters used have a reasonable basis, various unforeseen conditions can occur that may materially affect the estimates. In particular, past operations indicate that care must be taken to ensure that proper ore grade control is employed and that proper steps are taken to ensure that the leaching operations are executed as planned.

      If we make a decision to develop the Borealis Property, we plan to process the sulfide gold mineralization using technology that has been demonstrated to be commercially effective at other gold deposits in Nevada. These techniques may not be as efficient or economical as we project, and we may never achieve profitability.

A decline in gold prices may make it commercially unfeasible for us to develop our property and may cause our stock price to decline.

      The value and price of our units, common shares and warrants, our financial results, and our exploration, development and mining activities may be significantly adversely affected by declines in the price of gold and other precious metals. Gold prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of gold producing countries throughout the world. The price for gold fluctuates in response to many factors beyond anyone’s ability to predict. The prices used in making the estimates in our plans differ from daily prices quoted in the news media. The percentage change in the price of a metal cannot be directly related to the estimated mineralized material quantities, which are affected by a number of additional factors. For example, a 10 percent change in price may have little impact on the estimated mineralized material quantities and affect only the resultant positive cash flow, or it may result in a significant change in the amount of mineralized material. Because mining occurs over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons including a belief that the low price is temporary and/or the greater expense incurred in closing a property permanently.

      Mineralized material calculations and life-of-mine plans using significantly lower gold and precious metal prices could result in material write-downs of our investments in mining properties and increased amortization, reclamation and closure charges.

      In addition to adversely affecting our mineralized material estimates and its financial condition, declining metal prices can impact operations by requiring a reassessment of the commercial feasibility of a particular project. Such a reassessment may be the result of a management decision related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays in development or may interrupt operations, if any, until the reassessment can be completed.

      Declines in gold prices may cause our stock price to decline, which could cause you to lose money and make it difficult for us to raise capital on terms acceptable to us.

Title to the Borealis Property may be subject to other claims, which could affect our property rights and claims.

      Although we believe we have exercised commercially reasonable due diligence with respect to determining title to properties we own or control and the claims that are subject to the Borealis mining lease, there is no guarantee that title to such properties will not be challenged or impugned. The Borealis Property may be subject to prior unrecorded agreements or transfers or native land claims and title may be affected by undetected defects. There may be valid challenges to the title of the Borealis Property which, if successful, could impair development and/or operations. This is particularly the case in respect of those portions of the Borealis Property in which we hold our interest solely through a lease with the claim holders, as such interest

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is substantially based on contract and has been subject to a number of assignments (as opposed to a direct interest in the property).

      All of the mineral rights to the Borealis Property consist of “unpatented” mining claims created and maintained in accordance with the U.S. General Mining Law. Unpatented mining claims are unique property interests, and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented mining claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the U.S. General Mining Law, including the requirement of a proper physical discovery of valuable minerals within the boundaries of each claim and proper compliance with physical staking requirements. Also, unpatented mining claims are always subject to possible challenges by third parties or validity contests by the federal government. The validity of an unpatented mining or millsite claim, in terms of both its location and its maintenance, is dependent on strict compliance with a complex body of U.S. federal and state statutory and decisional law. In addition, there are few public records that definitively determine the issues of validity and ownership of unpatented mining claims.

Estimates of mineralized materials at the Borealis Property are subject to geologic uncertainty and inherent sample variability, and actual mineralization encountered in further exploration and development could differ from these estimates.

      Although the mineralization estimates at the Borealis Property have been delineated with appropriately spaced drilling, there is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There also may be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations. Acceptance of these uncertainties is part of any mining operation.

Reported mineralization contained in the prospectus are only estimates and samples which may be unreliable.

      Although the mineralized material figures, including average gold grades and drill results, reported in this prospectus have been carefully prepared, these amounts are estimates and sample results only, and we cannot be certain that any specified level of recovery of gold or other mineral from mineralized material will in fact be realized or that the Borealis Property or any other identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body that can be economically exploited. Mineralized material, which is not mineral reserves, does not have demonstrated economic viability. Any material change in the quantity of mineralization, grade or stripping ratio, or the gold price may affect the economic viability of our properties. In addition, we cannot be certain that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

      Even though gold has been mined and successfully recovered for several years at the Borealis Property, until an unmined deposit is actually mined and processed the quantity of mineral reserves, if any, and grades must be considered as estimates only. In addition, the quantity of mineral reserves, if any, may vary depending on, among other things, metal prices. Any material change in quantity of mineral reserves, mineral resources, grade or stripping ratio may affect the economic viability of the Borealis Property. In addition, we cannot be certain that gold recoveries or other metal recoveries in small scale laboratory tests will be duplicated in a larger scale test under on-site conditions or during production.

We currently depend on a single property — the Borealis Property.

      Our only mineral property is the Borealis Property. Even though the Borealis Property encompasses several areas with known gold mineralization, unless we acquire additional properties or projects or discover additional deposits at the Borealis Property, we will be solely dependent upon the success of the Borealis Property as a source of future revenue and profits, if any. We cannot provide any assurance that we will

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establish any reserves or successfully commence mining operations on the Borealis Property or that we will ever obtain an interest in any other property with mineral potential in order to diversify our business.

Government regulation may increase costs or cause delay in our business and planned operations.

      We believe that we currently comply with existing state and federal environmental and mining laws and regulations at the Borealis Property and that our proposed development of the property will also meet those standards. Our mining, processing, development and mineral exploration activities, if any, are subject to various laws governing prospecting, mining, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. We cannot assure you that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail our exploration, production or development. At present, there is no royalty payable to the United States on production from unpatented mining claims, although legislative attempts to impose a royalty have occurred in recent years. Amendments to current laws and regulations governing operations and activities of exploration, development mining and milling or more stringent implementation thereof could have a material adverse impact on our business and financial condition and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production assuming we achieve production or require abandonment or delays in development of new mining properties.

      We will require permits and approvals from the Bureau of Land Management, U.S. Forest Service, the State of Nevada, Nevada Bureau of Mining Regulation and Reclamation and other regulatory agencies in order to implement our planned operations at the Borealis Property. See “United States Mining Laws” and “Permitting” for additional information. We have not obtained all of the required permits and governmental approvals for our planned operations at the Borealis Property, and we may require additional permits for future operations.

      Government approvals and permits are currently, and may in the future be, required in connection with our operations, if any. We still require environmental operating permits, approval of our plan of operations and a water pollution control permit to commence development of our Borealis Property. To the extent other approvals are required and not obtained; we may be curtailed or prohibited from commencing or continuing mining operations or from proceeding with planned exploration or development of mineral properties.

Our operations are subject to environmental risks which could expose us to significant liability and delay, suspend or terminate our operations at the Borealis Property.

      All phases of our operations, if any, will be subject to federal, state and local environmental regulation. See “United States Mining Laws” and “Permitting” for additional information. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. We cannot be certain that future changes in environmental regulation, if any, will not adversely affect our operations, if any. Environmental hazards may exist on the Borealis Property and on properties which we hold and may hold interests in the future that are unknown to us at present and that have been caused by previous or existing owners or operators of the properties.

      Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

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      Production, if any, at our mines will involve the use of hazardous materials. Should these materials leak or otherwise be discharged from their containment systems then we may become subject to liability for hazards that we may not be insured against or for clean up work that may not be insured.

We will be required to locate mineral reserves for our long-term success.

      Because mines have limited lives based on proven and probable mineral reserves, we will have to continually replace and expand our mineral reserves, if any, if and when the Borealis Property produces gold and other base or precious metals. Our ability to maintain or increase its annual production of gold and other base or precious metals once the Borealis Property is restarted, if at all, will be dependent almost entirely on its ability to bring new mines into production.

      The Borealis Property has an estimated nominal mine life of approximately ten years, which is based solely on preliminary engineering studies and commodity price assumptions which may not be correct. An increasing gold price or discovery of additional mineralized material could have the effect of extending mine life; while a decreasing gold price could shorten mine life.

We do not insure against all risks which we may be subject to in our planned operations.

      We currently maintain insurance to insure against general commercial liability claims and losses of equipment. Our insurance will not cover all the potential risks associated with a mining company’s operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, we expect that insurance against risks such as environmental pollution or other hazards as a result of exploration and production may be prohibitively expensive to obtain for a company of our size and financial means. We might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could negatively affect our financial condition and ability to fund our activities on the Borealis Property. A significant loss could force us to terminate our operations.

We compete with larger, better capitalized competitors in the mining industry.

      The mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition. It requires significant capital, technical resources, personnel and operational experience to effectively compete in the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a project’s potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over us. We face strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities than us. As a result of this competition, we may be unable to maintain or acquire financing, personnel, technical resources or attractive mining properties on terms we consider acceptable or at all.

Our growth will require new personnel, which we will be required to recruit, hire, train and retain.

      We are expecting significant growth in our number of employees if we determine that a mine at the Borealis Property is commercially feasible and we elect to develop the property. This growth will place substantial demands on us and our management. Our ability to assimilate new personnel will be critical to our performance. We will be required to recruit additional personnel and to train, motivate and manage employees. We will also have to adopt and implement new systems in all aspects of our operations. This will be particularly critical in the event we decide not to use a contract miner at the Borealis Property. We have no assurance that we will be able to recruit the personnel required to execute our programs or to manage these changes successfully.

Our directors and officers may have conflicts of interest as a result of their relationships with other companies.

      Certain of the directors and officers of Gryphon Gold have served as officers and directors for other companies engaged in natural resource exploration and development and may also serve as directors and/or

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officers of other companies involved in natural resource exploration and development. For example, Christopher Herald is the President and CEO of Crown Resources and Richard Hughes is President of Klondike Gold Corp. and a director of Alamos Gold Inc. Consequently, there is a possibility that our directors and/or officers may be in a position of conflict in the future.

We are concurrently offering units to the public in Canada under a Canadian prospectus which uses standards for reporting mineralized material that are not permitted under United States reporting standards.

      We use the terms “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” in our Canadian prospectus to comply with reporting standards in Canada. We advise investors that while those terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission, or the SEC, does not recognize them and we have not reported them in this prospectus. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of measured mineral resources, indicated mineral resources, or inferred mineral resources referred to in our Canadian prospectus will ever be upgraded to a higher category. In accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported measured mineral resources, indicated mineral resources, or inferred mineral resources in our Canadian prospectus is economically or legally mineable.

New legislation, including the Sarbanes-Oxley Act of 2002, may make it difficult for us to retain or attract officers and directors.

      We may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the recent and currently proposed changes in the rules and regulations which govern publicly-held companies. Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the Securities and Exchange Commission that increase responsibilities and liabilities of directors and executive officers. We are a small company with a very limited operating history and no revenues or profits, which may influence the decisions of potential candidates we may recruit as directors or officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles.

While we believe we have adequate internal control over financial reporting, we will be required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on the price of our shares of common stock.

      Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we expect that beginning with our annual report on Form 10-KSB for the fiscal year ended March 31, 2008, we will be required to furnish a report by management on our internal controls over financial reporting. Such report will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by our management. Such report must also contain a statement that our auditors have issued an attestation report on our management’s assessment of such internal controls. Public Company Accounting Oversight Board Auditing Standard No. 2 provides the professional standards and related performance guidance for auditors to attest to, and report on, our management’s assessment of the effectiveness of internal control over financial reporting under Section 404.

      While we believe our internal control over financial reporting is effective, we are still compiling the system and processing documentation and performing the evaluation needed to comply with Section 404, which is both costly and challenging. We cannot be certain that we will be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we

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identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that such internal control is effective. If we are unable to assert that our internal control over financial reporting is effective as of March 31, 2008 (or if our auditors are unable to attest that our management’s report is fairly stated or they are unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which would have a material adverse effect on our stock price.

      Failure to comply with the new rules may make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage and/or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors, or as executive officers.

Risks Related to this Offering

You may lose your entire investment in our securities.

      An investment in our common stock is highly speculative and may result in the loss of your entire investment. Only potential investors who are experienced investors in high risk investments and who can afford to lose their entire investment should consider an investment in us.

We currently have no active market for our securities, and do not anticipate that our securities will be actively traded in the United States.

      There is currently no market for Gryphon Gold’s common shares and we cannot be certain that an active market will develop or be sustained after the offering. We anticipate that the primary market for our common stock will be on the Toronto Stock Exchange in Canada. We have received conditional listing approval for our common stock on the Toronto Stock Exchange, subject to our meeting the listing requirements of the Exchange. In order to meet the listing requirements of the Toronto Stock Exchange we must complete the offering by December 28, 2005. In addition, at least 1,000,000 of the shares of common stock comprising the units offered under the prospectus must be purchased by at least 300 purchasers. The Toronto Stock Exchange also requires that we amend our by-laws to include provisions in respect of certain specified rights of shareholders and certain specified limitations on the discretion of the directors as it relates to our share capital. The Toronto Stock Exchange requires that we undertake to seek the ratification of our shareholders to such amendment at our next shareholders meeting. Moreover, we will require the prior approval of the Toronto Stock Exchange to any future amendment to our by-laws. If shareholders do not ratify the amendment to our by-law, we will be in breach of our listing agreement with the Toronto Stock Exchange and the Toronto Stock Exchange will have the right to suspend or cease the listing of our common stock.

      We have not applied for a listing of our common stock in the United States. The lack of an active public market in the United States could have a material adverse effect on the price and liquidity of our common stock. The price of the common stock to the public and the commission to the underwriters was established by negotiation between Gryphon Gold and the underwriters, and may not be indicative of fair market value or future market prices.

If we do not maintain an effective registration statement covering the warrants offered in our units, or comply with applicable state securities laws, you may not be able to exercise the warrants or you may be restricted from selling the underlying common stock.

      In order for you to exercise the Class A Warrants, the shares of common stock underlying them must be covered by an effective registration statement filed with the United States Securities and Exchange Commission unless an exemption from such requirements is otherwise available. If the issuance of shares is not exempt under state securities laws, the shares must be properly registered with state securities regulators. At present, we plan to maintain an effective registration statement when the Class A Warrants are exercised. However, we cannot provide any assurance that state exemptions will be available, the state authorities will permit us to register the underlying shares, or that an effective registration statement will be in place at all

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relevant times. These factors may limit your ability to exercise the Class A Warrants unless an applicable registration exemption is available. Even if such an exemption is available, the underlying shares of common stock may be subject to regulatory resale restrictions that would effectively limit your ability to sell the shares.

Our officers and directors own approximately 30% of our issued and outstanding common stock and shareholders holding more than 5% of our common stock own approximately 37% of our issued and outstanding stock, which may limit your ability to influence corporate matters.

      As of September 30, 2005, Allen Gordon, our President and Chief Executive Officer and a director, owned 2,250,000 shares of common stock and options exercisable to acquire an additional 350,000 shares of our common stock; Albert Matter, our Executive Chairman and Chairman of our Board, owned 2,250,000 shares of common stock and options exercisable to acquire an additional 350,000 shares of our common stock; and our other officers and directors, collectively, as a group, owned 3,830,000 shares of our common stock and options to acquire 1,600,000 shares of our common stock. Together, as of September 30, 2005, our officers and directors own 8,330,000 shares of our common stock (approximately 30.0% of our issued and outstanding shares of common stock) and options exercisable to acquire an additional 2,300,000 shares of common stock (approximately 7.4% of our issued and outstanding shares of common stock, if fully exercised). In addition, Standard Bank plc holds 3,846,154 shares of our common stock and warrants exercisable to acquire 1,923,077 shares of common stock (approximately 13.9% of our issued and outstanding shares of common stock, or 19.5% assuming the exercise of the warrants) and Bolder Opportunities I Limited Partnership holds 2,000,000 shares of common stock and warrants exercisable to acquire 250,000 shares of common stock (approximately 7.2% of our issued and outstanding common stock, or 8.0% assuming the exercise of the warrants). Together, Allen Gordon, Albert Matter, Standard Bank and Bolder Opportunities I hold 10,346,154 shares of common stock or approximately 37% of our issued and outstanding common stock, excluding options or warrants. These shareholders could control the outcome of any corporate transaction or other matter submitted to our shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, and also could prevent or cause a change in control. The interests of these shareholders may conflict with the interests of our other shareholders.

      Third parties may be discouraged from making a tender offer or bid to acquire us because of this concentration of ownership.

      After the completion of this offering, as a result of the sale of the units by us, our officers and directors, as a group, together with Standard Bank and Bolder Opportunities I will have their aggregate holdings of our outstanding shares of common stock reduced to 25.1%, excluding their options and warrants and exercise by the underwriters of their over-allotment option to purchase up to 2,019,230 additional units from us to cover over-allotments (assuming we issue units at Cdn$1.30 ($1.11) per unit (the midpoint of our range)), if any, and their compensation options.

Purchasers of shares of common stock offered in this offering will suffer an immediate dilution due to this offering.

      Purchasers of the shares of common stock offered hereby will incur an immediate and substantial dilution in the net tangible book value per share of the shares of common stock from the initial public offering price. “Dilution” per share to new investors in this offering represents the difference between the amount per share paid by new investors for a share of our common stock and the as-adjusted, net tangible book value per common share immediately following our offering. Set forth under the heading “Dilution” in this prospectus, we have provided information to new investors, excluding the exercise by the underwriters of their over-allotment option to purchase up to 2,019,230 additional units from us to cover over-allotments (assuming we issue units at Cdn$1.30 ($1.11) per unit (the midpoint of our range)), if any, and compensation options exercisable to acquire common shares equal to 10% of the number of units sold in the offering. In these calculations, we have counted one share per unit but have not included any of the warrants included in the units. After giving effect to the sale of 13,461,538 units at an assumed offering price of Cdn$1.30 ($1.11) per unit (the midpoint of our range), the as-adjusted, net tangible book value of our common stock would have been $19,174,174 or $0.47 per share at June 30, 2005. Although these calculations show an immediate

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increase in the pro forma net tangible book value per common share of $0.23, they also disclose the immediate dilution per common share purchased by new investors of $0.64. See “Dilution” below.

Future sales of our common stock may depress our stock price thereby decreasing the value of your investment.

      The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of common stock. There will be an aggregate of 41,183,908 shares of common stock outstanding immediately after this offering assuming we sold the maximum number of units offered at an assumed offering price of Cdn$1.30 ($1.11) per unit (the midpoint of our range), excluding the exercise of over-allotment option to purchase up to 2,019,230 additional units to cover over-allotments and the exercise of the underwriters’ compensation options to acquire common shares equal to 10% of the total number of units sold in the offering. All of the shares of common stock sold in the offering will be freely transferable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as defined in Rule 144 of the Securities Act. The remaining shares of our common stock outstanding will be “restricted securities” as defined in Rule 144. After the scheduled lock up periods imposed on our existing shareholders, which permit the immediate sale of up to the greater of 5,000 shares or 20% of a shareholder’s common stock during each quarter (except for officers and directors who, during each quarter, may not sell any shares for the first 6 months and may thereafter sell up to the greater of 5,000 shares or 20% of their common stock) these shares may be sold without registration under the Securities Act to the extent permitted by Rule 144 or other exceptions under the Securities Act. The lockup agreements expire after 18 months, but our executive officers and directors are also subject to applicable escrow requirements under Canadian securities regulatory policies. See “Escrowed Shares” below.

If we fail to obtain a listing on an established stock exchange, you may be subject to U.S. federal income tax on the disposition of your securities.

      We believe that we currently are a “United States real property holding corporation” under Section 897(c) of the Internal Revenue Code, referred to as a USRPHC, and that there is a substantial likelihood that we will continue to be USRPHC. Generally, gain recognized by a Non-U.S. Holder on the sale or other taxable disposition of common stock should be subject to U.S. federal income tax on a net income basis at normal graduated U.S. federal income tax rates if we qualify as a USRPHC at any time during the 5-year period ending on the date of the sale or other taxable disposition of the common stock (or the Non-US. Holder’s holding period for the common stock, if shorter). Under an exception to these rules, if the common stock is “regularly traded on an established securities market,” the common stock should be treated as stock of a USRPHC only with respect to a Non-U.S. Holder that held (directly or under certain constructive ownership rules) more than 5% of the common stock during the 5-year period ending on the date of the sale or other taxable disposition of the common stock (or the Non-US. Holder’s holding period for the common stock, if shorter). There can be no assurances that the common stock will be “regularly traded on an established securities market.” See “United States Federal Income Tax Consequences To Non-United States Holders” below.

Broker-dealers may be discouraged from effecting transactions in our common shares because they are considered a penny stock and are subject to the penny stock rules.

      Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a “penny stock.” Subject to certain exceptions, a penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our common stock is expected to trade below $5.00 per share immediately upon closing of the offering. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

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      A broker-dealer selling penny stock to anyone other than an established customer or “accredited investor,” generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse, must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the United States Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

In the event that your investment in our shares is for the purpose of deriving dividend income or in expectation of an increase in market price of our shares from the declaration and payment of dividends, your investment will be compromised because we do not intend to pay dividends.

      We have never paid a dividend to our shareholders, and we intend to retain our cash for the continued development of our business. We do not intend to pay cash dividends on our common stock in the foreseeable future. As a result, your return on investment will be solely determined by your ability to sell your shares in a secondary market.

FORWARD-LOOKING STATEMENTS

      We use words like “expects,” “believes,” “intends,” “anticipates,” “plans,” “targets,” “projects” or “estimates” in this prospectus. When used, these words and other, similar words and phrases or statements that an event, action or result “will,” “may,” “could,” or “should” occur, be taken or be achieved identify “forward-looking” statements. This prospectus contains “forward-looking information” which may include, but is not limited to, statements with respect to the following:

•  the timing and possible outcome of pending regulatory and permitting matters;

•  the timing and outcome of our feasibility study;

•  the parameters and design of our planned initial mining facilities on the Borealis Property;

•  future financial or operating performances of Gryphon Gold, its subsidiaries and its projects;

•  the estimation of mineral resources and the realization of mineral reserves, if any, based on mineral resource estimates;

•  the timing of exploration, development and production activities and estimated future production, if any;

•  estimates related to costs of production, capital, operating and exploration expenditures;

•  requirements for additional capital;

•  government regulation of mining operations, environmental risks, reclamation and rehabilitation expenses;

•  title disputes or claims;

•  limitations of insurance coverage; and

•  the future price of gold, silver or other metals.

      Such forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including, the risks and uncertainties outlined under the sections titled “Risk Factors and Uncertainties” beginning at page 5 of this prospectus, “Gryphon Gold Corporation” beginning at page 15 of this prospectus and “Management’s Discussion and Analysis” beginning at page 71 of

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this prospectus. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.

      Our management has included projections and estimates in this prospectus, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the Securities and Exchange Commission or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

      We qualify all the forward-looking statements contained in this prospectus by the foregoing cautionary statements.

GRYPHON GOLD CORPORATION

Name and Incorporation

      Gryphon Gold Corporation was formed under the laws of the State of Nevada on April 24, 2003.

      Our principal business offices are located at 390 Union Blvd., Suite 360, Lakewood, Colorado 80228, and our telephone number is 303-988-5777. We also have an administrative and financing office in Canada at Suite 810, 1130 West Pender Street, Vancouver, British Columbia, Canada, V6E 4A4, and our telephone number there is 604-621-2229.

      We own 100% of the issued and outstanding shares of our operating subsidiary, Borealis Mining Company. We have no other subsidiary. Borealis Mining Company was formed under the laws of the State of Nevada on June 5, 2003.

DESCRIPTION AND DEVELOPMENT OF THE BUSINESS

History and Background of the Company

      We were established as a private company in April 2003 by our two co-founders, Albert Matter and Allen Gordon, to acquire and develop gold properties in the United States.

      During the period from our inception on April 24, 2003 through March 31, 2004, we funded our capital needs by raising $2,419,200 in private placements, issuing 14,376,000 shares of common stock at prices ranging from $0.10 per share to $0.225 per share.

      In July 2003, through our wholly-owned subsidiary Borealis Mining, we acquired from Golden Phoenix an option to earn up to a 70% joint venture interest in the mining lease for the Borealis Property (July 2003 Option and Joint Venture Agreement) by making qualified development expenditures on that property.

      In October 2003, we engaged Behre Dolbear & Company, Inc., mining consultants, to prepare a preliminary scoping study for the redevelopment of the Borealis Property. Behre Dolbear prepared a report entitled Preliminary Scoping Study dated June 7, 2004, which we refer to as the “Behre Dolbear Report.”

      During 2004, we completed drilling, technical and engineering work necessary to prepare a Plan of Operation in respect of the development of an open pit, a heap leach mine on the Borealis Property. We submitted the Plan of Operation to the U.S. Forest Service on August 27, 2004, and we continue to work on satisfying all the requirements of the various approval agencies and completing all necessary reviews, including the approval of the Nevada Division of Environmental Protection. We anticipate that the principal mine operating permits will be granted in early 2006.

      Following the course established by the recommendations in the Behre Dolbear Report, and based on additional geologic field work that was completed in 2004, we retained Ore Reserves Engineering, consulting

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resource modeling engineers, to complete an updated resource estimate model in accordance with NI 43-101. In May 2005, Ore Reserves Engineering delivered the report titled “Technical Report on the Mineral Resources of the Borealis Gold Project Located in Mineral County, Nevada” which we refer to as the “Technical Report” throughout this prospectus.

      During our fiscal year ended March 31, 2005, we raised $175,000 by issuing 500,000 shares of common stock to an executive officer at $0.35 per share under the terms of his employment agreement. We raised an additional $4,430,375 by issuing 6,815,962 units in a series of private placements. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock at $0.90 per share until the earlier of two years from the issue date and nine months following the date on which common stock is listed on a public stock exchange.

      On January 10, 2005, Borealis Mining entered into a purchase agreement with Golden Phoenix which gave Borealis Mining the right to purchase the interest of Golden Phoenix in the Borealis Property for $1,400,000. Golden Phoenix transferred its interest in the Borealis Property to Borealis Mining on January 28, 2005. Borealis Mining paid $400,000 of the purchase price to Golden Phoenix upon closing of the purchase, with four additional payments of $250,000 due to Golden Phoenix on a quarterly basis thereafter.

      As of August 17, 2005, Borealis had completed the first two payments and the final two payments of $250,000 are due on October 28, 2005 and January 27, 2006, respectively. Gryphon Gold guaranteed Borealis Mining’s payment obligations to Golden Phoenix in the Borealis Property by depositing as security 150,000 shares or fifteen percent (15%) of the issued shares of Borealis Mining into escrow. As Borealis Mining makes each quarterly payment of $250,000, one quarter of the escrowed shares shall be returned to us. As of September 30, 2005, 75,000 shares have been released from the escrow.

      As sole shareholder of Borealis Mining, we control all of the lease rights to a portion of the Borealis Property, subject to advance royalty, production royalty, and other payment obligations imposed by the lease. Our acquisition of the interest of Golden Phoenix in the Borealis Property terminated the July 2003 Option and Joint Venture Agreement. In addition to our leasehold interest to a portion of the Borealis Property, we also own through Borealis Mining numerous unpatented mining claims that make up the balance of the Borealis Property, and all of the documentation and samples from years of exploration and development programs carried out by the previous operators of the Borealis Property, totaling thousands of pages of data including, but not limited to, geophysical surveys, mineralogical studies and metallurgical testing reports.

      During our fiscal quarter ended June 30, 2005, we raised $3,919,765 by issuing 6,030,408 units in a series of private placements. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock at $0.90 per share until the earlier of two years from the issue date and nine months following the date on which common stock is listed on a public stock exchange.

      On July 11, 2005, we accepted a joint proposal for a feasibility study from the firms of Samuel Engineering, Inc. and Knight Piesold and Company. Samuel Engineering provides services including metallurgical process development and design, and Knight Piesold provides mining, metallurgical and environmental engineering services. Both companies have worked together recently on completing similar studies.

      Effective August 11, 2005, we increased our authorized capital to consist of 150,000,000 shares of common stock, par $0.001, and 15,000,000 shares of preferred stock, par $0.001.

Business Objectives

      We are in the business of acquiring and developing gold properties in the United States. Our objective is to establish a producing gold company through the development and extraction of gold deposits, beginning with our Borealis Property. We aim to achieve our objective by upgrading our mineralized material to proven and probable reserves at our Borealis Property through completion of a feasibility study. Once we have completed a feasibility study and, if warranted, have made a decision to begin development, we intend to develop our Borealis Property and place it into production. The Plan of Operations does not present an

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economic analysis, and we have not placed any information in the Plan of Operations regarding capital expenditures, operating costs, ore grade, anticipated revenues, or projected cash flows. The Plan of Operation, as submitted to the US Forest Service, was based on the general economic concepts as presented in the Behre Dolbear Report.

Corporate Strengths

      We believe that we have the following business strengths that will enable us to achieve our objectives.

•  Our management team has significant mining industry experience ranging from exploration to mine development and operation.

•  As the Borealis Property was the site of surface mining operations from 1981 to 1990, we believe the process to receive permits and start operations on previously mined operations is less difficult than getting permits for a previously undisturbed area. We have begun the environmental related regulatory review and approval process, which we believe will allow us to resume surface mining and on site gold recovery. We have received approvals for surface exploration and water wells and have successfully progressed through the required agency and public review process for those permits.

•  Our land position is extensive, covering approximately 14,900 acres. We believe many surface showings of gold mineralization on the property may provide opportunities for discovery of gold deposits. Our property has multiple types of gold deposits including oxidized material, partial oxidized material, and predominantly sulfide material; which we believe may allow us flexibility in our future plans for mine development and expansion.

      We cannot be certain that any mineral deposits will be discovered in sufficient quantities and grade to justify commercial operations. We have no proven or probable reserves. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit; metal prices, which are highly cyclical; the cost to extract and process the mineralized material; and government regulations and permitting requirements. We may be unable to upgrade our mineralized material to proven and probable reserves in sufficient quantities to justify commercial operations and we may not be able to develop the Borealis Property.

      We have specifically focused our activities on Nevada, which was rated the highest jurisdiction in the world for mining investment attractiveness by an independent survey⁽¹⁾. Mining is an integral part of Nevada’s economy. In 2004, the mining industry increased Nevada’s output by $5.89 billion including both direct and indirect impacts, up from $5.35 billion in 2002. Nevada ranks third in the world in gold production, after South Africa and Australia. Located in the State of Nevada are well known geological trends such as the Carlin Trend, Battle Mountain, Getchell Trend and the Walker Lane Trend. The Borealis Property is also located along the Aurora-Bodie trend which crosses the principal Walker Lane Trend as shown in the illustration below. Borealis, Bodie, Aurora, and other historical producing districts, are aligned along this northeast-southwest belt of significant gold deposits.

(1)  Survey conducted by the Fraser Institute Annual Survey of Mining Companies 2004/2005 Publication Date: March 2005 Publication Format: Survey (an independent public policy organization based in Vancouver). The survey ranked 64 jurisdictions including, selected U.S. states, Australian states, Canadian provinces. The regions were rated based on mineral potential and effects of government policies on mineral exploration investment.

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(Source: A. Noble, Ore Reserves Engineering, Technical Report, 2005; Gryphon Gold, 2005)

GOLD INDUSTRY AND THE GOLD MARKET

Gold Industry

      Gold is used as a monetary standard for many nations and is also used in jewelry, dentistry, and in electronics. Gold is unusual in that it is both a commodity and a monetary asset. Gold is virtually indestructible and the majority of gold previously mined still exists above ground in some form or another. Because gold is relatively easy to transport, upward spikes in price are often met by the resale of existing stock.

Gold Prices and Market Statistics

      In 2004, gold prices, as expressed in U.S. dollars per ounce, continued to strengthen, ending the year 12.9% higher over 2003 at an average of $410 per ounce, as quoted on the London Bullion Market (the primary trading and pricing market in the world), marking the fourth year of consecutive gains in price. In December of 2004, gold prices peaked as high as $454. The average spot price in 2004 as quoted on the London Bullion Market was $409.53 per ounce, compared to $363.83 in 2003. The London P.M fix on August 2, 2005 was $431 per oz of gold.

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      The chart below shows the historical price of gold for the period from January 1996 to July 2005 and the net long non-commercial positions (measured in tons of gold) throughout the period.

(Source: Bloomberg)

Supply and Demand Fundamentals

      It is estimated that at the end of 2004, above-ground stocks represented a total quantity of approximately 153,000 tonnes, of which 63% had been mined since 1950. The supply of gold that satisfies demand each year comes both from mine production and from the recycling of metal that has been mined in previous years. The gold from recycling forms a small proportion of total annual supply flows. Investment holdings, or private investor stocks, account for 16% of the total stocks of gold. Over the last five years, annual world investment demand has accounted for 13% of total demand, worth around $5.4 billion. This calculation of world investment demand includes identified bar hoarding and official coins. Other elements of gold demand can also be attributed to investment, including medals/imitation coins and changes in stocks held in gold exchange traded funds. It is estimated that investment demand increased from a low of 4.8% of total end-use demand in 2000 to 14% in 2004. Jewelry fabrication has historically been the largest component of demand. The industrial component includes electronics, dentistry, other industrial and decorative applications and medals and imitation coins. The following charts show the last ten years of world supply of gold and world demand for gold:

(Source: Gold Field Mineral Services Gold Survey 2005)

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BOREALIS PROPERTY

      Unless stated otherwise, information of a technical or scientific nature related to the Borealis Property is summarized or extracted from the “Technical Report on the Mineral Resources of the Borealis Gold Project” dated May 25, 2005, prepared by Mr. Alan C. Noble, P.E. of Ore Reserves Engineering in Lakewood, CO, a “Qualified Person”, as defined in NI 43-101. Mr. Noble is independent from us. The Technical Report was prepared in accordance with the requirements of NI 43-101. Management’s plans, expectations and forecasts related to our Borealis Property are based on assumptions, qualifications and procedures which are set out only in the full Technical Report.

      The Borealis Property in Nevada is our principal asset, which we hold through our subsidiary, Borealis Mining. In the 1980’s previous operators of the Borealis Property mined approximately 600,000 ounces of gold from near-surface oxide deposits. In this prospectus, the previously mined area is referred to as the “Borealis site”, the “previously disturbed area” or the “previously mined area”, while our references to the Borealis Property refer to the entire property we own or lease through Borealis Mining. Echo Bay Mines Limited ceased active mining operations in 1991. Full site reclamation was completed in 1994. Reclamation bonds were released and Echo Bay relinquished its lease in 1996.

      At Borealis, there is one large hydrothermal system, containing at least 14 known gold deposits, some of which are contiguous. There has been historical production from 8 of these deposits. As there are several other showings of gold mineralization across the property, there is an opportunity to identify additional gold deposits.

BOREALIS PROPERTY DESCRIPTION AND LOCATION

      The Borealis Property is located in Mineral County in southwest Nevada, 12 miles northeast of the California border. The Borealis Property covers approximately 14,900 acres. The approximate center of the property is at longitude 118° 45’ 34” North and latitude 38° 22’ 55” West. The figure below shows the location and access to the Borealis Property.

Location map of the Borealis Property

(Source: A. Noble, Ore Reserves Engineering, Technical Report, 2005)

     The Borealis Property is comprised of 747 unpatented mining claims of approximately 20 acres each, totaling about 14,900 acres, and one unpatented millsite claim of approximately 5 acres. Of the 747 unpat-

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ented mining claims, 122 claims are owned by others but leased to Borealis Mining, and 625 of the claims were staked by Golden Phoenix or Gryphon Gold and transferred to Borealis Mining.

      Our rights, through Borealis Mining as the owner or lessee of the claims, allow us to explore, develop and mine the Borealis Property, subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of the mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances. We believe that all of our claims are in good standing.

      The 122 leased claims are owned by John W. Whitney, Hardrock Mining Company and Richard J. Cavell, whom we refer to as the Borealis Owners. Borealis Mining leases the claims from the Borealis Owners under a Mining Lease dated January 24, 1997 and amended as of February 24, 1997. The mining lease was assigned to Borealis Mining by the prior lessee, Golden Phoenix. The mining lease contains an “area of interest” provision, such that any new mining claims located or acquired by Borealis Mining within the area of interest after the date of the mining lease shall automatically become subject to the provisions of the mining lease.

      The term of the mining lease extends to January 24, 2009 and continues indefinitely thereafter for so long as any mining, development or processing is being conducted on the leased property on a continuous basis.

      The remainder of the Borealis Property consists of 625 unpatented mining claims and one unpatented millsite claim staked by Golden Phoenix or Gryphon Gold. Claims staked by Golden Phoenix were transferred to Borealis Mining in conjunction with our January 28, 2005 purchase of all of Golden Phoenix’s interest in the Borealis Property. A total of 151 claims of the total 625 claims held by Gryphon Gold are contiguous with the claim holdings, are located outside of the area of interest, and are not subject to any of the provisions of the lease.

      All of the mining claims (including the owned and leased claims) are unpatented, such that paramount ownership of the land is in the United States of America. Claim maintenance payments and related documents must be filed annually with the Bureau of Land Management (BLM) and with Mineral County, Nevada to keep the claims from terminating by operation of law. Borealis Mining is responsible for those actions. At present, the annual BLM maintenance fees are $125 per claim, or $93,500 per year for all of the Borealis Property claims (747 unpatented mining claims plus one millsite claim). Required documents were submitted and the fee was paid to the BLM on August 6, 2005 fulfilling the 2006 maintenance requirements. In addition, a county filing fee of $8.50 per claim plus document fees totaling $6,366 was paid to Mineral County on August 6, 2005, in fulfillment of the annual filing requirements.

Royalty Obligations

      The leased portion of the Borealis Property is currently subject to advance royalty payments of approximately $8,614 per month, payable to the Borealis Owners. These advance royalty payments are subject to annual adjustments based on change in the United States Consumer Price Index.

      The terms of the mining lease require the payment of a net smelter returns production royalty by Borealis Mining to the Borealis Owners in respect of the sale of gold (and other minerals) extracted from those claims within the area of interest specified in the mining lease. The royalty rate for gold is determined by dividing the monthly average market gold price by 100, with the result expressed as a percentage. The royalty amount is determined by multiplying that percentage by the amount of monthly gold production from the claims in the “area of interest” and by the monthly average market gold price, after deducting all smelting and refining charges, various taxes and certain other expenses. For example, using an assumed monthly average market gold price of $400, the royalty rate would be 4%. Using an assumed monthly production of 5,000 ounces of gold from the leased claims, the monthly royalty amount would be 5,000 ounces times $400 per ounce, less allowable deductions, multiplied by 4%.

      At present, there is no royalty payable to the United States or the State of Nevada on production from unpatented mining claims, although legislative attempts to impose a royalty have occurred in recent years.

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ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

      Primary access to the Borealis Property is gained from an all weather county gravel road located about two miles south of Hawthorne from State Highway 359. Hawthorne is about 133 highway miles southeast of Reno. The Borealis Property is about 16 road miles from Hawthorne.

      The elevation on the property ranges from 7,200 ft to 8,200 ft above sea level. This relatively high elevation produces moderate summers with high temperatures in the 90°F (32°C) range. Winters can be cold and windy with temperatures dropping to 0°F (-18°C). Average annual precipitation is approximately 10 inches, part of which occurs as up to 60 inches of snowfall. Historically, the Borealis Property was operated throughout the year with only limited weather related interruptions.

      Topography ranges from moderate and hilly terrain with rocky knolls and peaks, to steep and mountainous terrain in the higher elevations.

      The vegetation throughout the project area is categorized into several main community types: pinyon/ juniper woodland, sagebrush, ephemeral drainages and areas disturbed by mining and reclaimed. Predominate species include pinyon pine, Utah juniper, greasewood, a variety of sagebrush species, crested wheat grass and fourwing saltbush.

      During the initial phase of operations, if any, we anticipate that power could be generated on site. There is a power line crossing the Borealis Property within 2 miles of the center of the planned operations, which we will evaluate as an alternative power source during our planned engineering feasibility work. Water is available from two water basins located approximately 5 miles and 7 miles south of the planned mine site, respectively. Water for historical mining operations was supplied from the basin 5 miles away from the site. We have obtained permits from the Nevada Division of Water Resources to access water from each of these basins. We believe that each of these basins, individually, would provide a sufficient water supply for our planned operations.

      The Borealis site has been reclaimed by the prior operator to early 1990’s standards. The pits and the project boundary are fenced for public safety. Currently, access to the pits and leach heap areas is gained through a locked gate. No buildings or power lines or other mining related facilities located on the surface remain. All currently existing roads in the project area are two — track roads with most located within the limits of the old haul roads that have been reclaimed.

      The nearest available services for both mine development work and mine operations are in the small town of Hawthorne, via a wide well-maintained gravel road. Hawthorne has substantial housing available, adequate fuel supplies and sufficient infrastructure to meet basic supply requirements. Material required for property development and mine operations are generally available from suppliers located in Reno, Nevada.

History of the District and Borealis Property

      The original Ramona mining district, now known as the Borealis mining district, produced less than 1,000 ounces of gold prior to 1981. In 1978 the Borealis gold deposit was discovered by S. W. Ivosevic (1979), a geologist working for Houston International Minerals Company (a subsidiary of Houston Oil and Minerals Corporation). The property was acquired from the Whitney Partnership, which later became the Borealis Owners, following Houston’s examination of the submitted property. Initial discovery of ore-grade gold mineralization in the Borealis district and subsequent rapid development resulted in production beginning in October 1981 as an open pit mining and heap leaching operation. Tenneco Minerals acquired the assets of Houston International Minerals in late 1981, and continued production from the Borealis mine. Subsequently, several other gold deposits were discovered and mined by open pit methods along the generally northeast-striking Borealis trend, and also several small deposits were discovered further to the northwest in the Cerro Duro area. Tenneco’s exploration in early 1986 discovered the Freedom Flats deposit beneath thin alluvial cover on the pediment southwest of the Borealis mine. In October 1986, Echo Bay Mines acquired the assets of Tenneco Minerals.

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      With the completion of mining of the readily available oxide ore in the Freedom Flats deposit and other deposits in the district, active mining was terminated in January 1990, and leaching operations ended in late 1990. Echo Bay left behind a number of oxidized and sulfide-bearing gold mineral resources. All eight open pit operations are reported to have produced 10.7 million tons of ore averaging 0.059 ounces of gold per ton (opt Au). Gold recovered from the material placed on heaps was approximately 500,000 ounces, plus an estimated 1.5 million ounces of silver. Reclamation of the closed mine began immediately and continued for several years. Echo Bay decided not to continue with its own exploration, and the property was farmed out as a joint venture in 1990-91 to Billiton Minerals, which drilled 28 reverse circulation (RC) exploration holes on outlying targets for a total of 8,120 ft. Billiton stopped its farm-in on the property with no retained interest.

      Subsequently Santa Fe Pacific Mining, Inc. entered into a joint venture with Echo Bay in 1992-93, compiled data, constructed a digital drill-hole database and drilled 32 deep RC and deep core holes, including a number of holes into the Graben deposit. Echo Bay completed all reclamation requirements in 1994 and then terminated its lease agreement with the Borealis Owners in 1996.

      In 1996 J.D. Welsh & Associates, Inc. negotiated an option-to-lease agreement for a portion of the Borealis Property from the Borealis Owners. Prior to 1996, J.D. Welsh had performed contract reclamation work for Echo Bay and was responsible for monitoring the drain-down of the leach heaps. Upon signing the lease, J.D. Welsh immediately joint ventured the project with Cambior Exploration U.S.A., Inc. Cambior performed a major data compilation program and several gradient IP surveys. In 1998 Cambior drilled 10 holes which succeeded in extending one existing deposit and in identifying new zones of gold mineralization.

      During the Cambior joint venture period, in late 1997, Golden Phoenix entered an agreement to purchase a portion of J.D. Welsh’s interest in the mining lease. J.D. Welsh subsequently sold its remaining interest in the mining lease to a third party, which in turn sold it to Golden Phoenix, resulting in Golden Phoenix controlling a 100% interest in the mining lease beginning in 2000. Golden Phoenix personnel reviewed project data, compiled and updated a digital drill-hole database (previous computer-based resource modeling databases), compiled exploration information and developed concepts, maintained the property during the years of low gold prices, and developed new mineral resource estimates for the entire property.

      In July 2003 Borealis Mining acquired an option to earn an interest in a joint venture in a portion of the Borealis Property and in January 2005 Borealis Mining acquired full interest in the mining lease and mining claims comprising the Borealis Property. See, “Description and Development of the Business: History and Background of the Company,” above.

      We have expended considerable effort consolidating the available historical data and flat files since acquiring our interest in the Borealis Property. This data has been scanned, and converted into a searchable electronic form. The electronic database has formed the basis of re-interpretation of the district geologic setting, and helped to form the foundation for a new understanding of the district’s potential. We acquired this data from Golden Phoenix in May 2003.

Historical Gold Production

      The Borealis Property is not currently a producing mine. Historical data is presented for general information and is not indicative of existing grades or expected production. We have no probable or proven reserves on any of our properties. We cannot be assured that minerals will be discovered in sufficient quantities to justify commercial operations.

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Photograph of Borealis district.

View to the east, with Freedom Flats pit in the foreground.

The photograph shows the site as it was circa 1991.

(Source: A. Noble, Ore Reserves Engineering, Technical Report, 2005)

     Several gold deposits have been previously defined through drilling on the Borealis Property by prior owners. Some gold deposits have been partially mined. Reports on past production vary. The past gold production from pits on the Borealis Property, as reported by prior owners is tabulated below. The total of past gold production was approximately 10.6 million tons of ore averaging 0.057 ounces per ton (opt) gold. Mine production resulting from limited operations in 1990 is not included. Although no complete historical silver production records still exist at this time, the average silver content of ore mined from all eight pits appears in the range of five ounces of silver for each ounce of gold. We have not included silver in our mine planning to date, but intend to monitor the potential viability of silver recovery, if warranted, as our feasibility study and more detailed mine planning progress.

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Reported past Borealis production, 1981-1990⁽¹⁾

Crushed and Agglomerated Ore(2)	Tons		Grade		Contained Gold
			(opt Au)		(oz)
Borealis		1,488,900		0.103		153,360
Freedom Flats		1,280,000		0.153		195,800
Jaime’s/ Cerro Duro/ Purdy		517,900		0.108		55,900
East Ridge		795,000		0.059		46,900
Gold View		264,000		0.047		12,400
Total		4,345,800		0.107		464,360
Run of Mine Ore(3)
East Ridge		2,605,000		0.021		54,700
Polaris (Deep Ore Flats)		250,000		0.038		9,500
Gold View		396,000		0.009		3,500
Northeast Ridge		3,000,000		0.025		75,000
Total		6,251,000		0.023		142,700
Grand Total		10,596,800		0.057		607,060

(1)	The numbers presented in this table are based on limited production records. A later report in 1991 published by the Geologic Society of Nevada reports that production totaled 10.7 million tons with an average grade of 0.059 opt.
(2)	Crushed and agglomerated ore is that material which has been reduced in size by crushing, and as a result may contain a significant portion of very fine particles which is then, with the aid of a binding agent such as cement, reconstituted into larger particles and subsequently leached in a heap. The agglomerated ore typically has greater strength allowing for higher stacked heaps and may allow better percolation of leach solutions if the ore has high clay content.
(3)	Run of mine ore is that material which was fragmented by blasting only, and then stacked on the heaps without being further reduced in size by crushing or other beneficiation processes.

Borealis Property Development Background

      In October 2003, we engaged Behre Dolbear & Company, Inc., mining consultants, to develop a preliminary scoping study for the redevelopment of the Borealis Property. Behre Dolbear prepared a report titled “Preliminary Scoping Study” dated June 7, 2004, which we refer to as the “Behre Dolbear Report.” Qingping Deng, a “Qualified Person” as defined in NI 43-101, who is independent from us, authored the Behre Dolbear Report. The following information is based on the Behre Dolbear Report. Portions of the following information are based on assumptions, qualifications and procedures which are set out only in the Behre Dolbear Report.

      In its report, Behre Dolbear performed a resource estimate in which it identified mineralized material on the Borealis Property and concluded that the Borealis Property had excellent exploration potential. Behre Dolbear also analyzed the historical data on the property and produced a series of recommendations to evaluate and potentially develop the Borealis Property.

      Following our consideration of the Behre Dolbear Report, and based on additional geologic field work, we retained Ore Reserves Engineering, consulting resource modeling engineers, to complete an updated resource estimate model in accordance with NI 43-101. In May 2005, Ore Reserves Engineering delivered a report titled the “Technical Report on the Mineral Resources of the Borealis Gold Project Located in Mineral County, Nevada.” The Behre Dolbear Report, which preceded the Technical Report, was reviewed by Alan C. Noble, the author of the Technical Report.

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      The Technical Report states that the preferred course of action for Gryphon Gold is to continue with the three phased business plan contained in the Behre Dolbear Report, resulting in mine development if such development is technically warranted and commercially feasible.

      The three phase business plan referred to in the Technical Report and the Behre Dolbear Report is to evaluate:

(a)	the existing leach pads and mine dump materials for the possibility of releaching and gold production,
(b)	the remaining oxide ores that could be mined and transported to the new leach pad, and
(c)	the deeper high grade sulfide mineralization.

      It is our intention to continue with the recommendations established in the Technical Report with the objective of developing the Borealis Property, subject to further optimizing of the mining scenario contemplated as more detailed information becomes available.

      The principal steps to the development of the Borealis Property consist of:

•  completing the permitting process;

•  continuing our drilling program, database enhancement and geophysical surveys on the previously disturbed area of the Borealis Property, also referred to as the “Borealis site”;

•  implementing a systematic metallurgical testing program for gold bearing samples collected;

•  completion of the feasibility study;

•  building the mine facilities, if warranted by project economics, on the Borealis site; and

•  developing an exploration program for the areas of the Borealis Property outside the Borealis site.

      We aim to complete these principal steps by the second half of 2006, subject to receiving required permits and approvals. In addition and in accordance with the recommendations contained in the Technical Report, we propose to undertake an exploration program on areas of the Borealis Property outside the Borealis Site.

      The cost of the principal steps referred to above, other than construction of the mine facilities, was estimated in the Technical Report at $3.5 million (Cdn$4.1 million). We have estimated the capital costs of the construction of the mine facilities at $5.6 million (Cdn$6.6 million) and the initial payment to secure a surety contract to satisfy a reclamation bond at $3 million (Cdn$3.5 million).

      The principal steps are described in further detail under the heading “Development and Exploration”.

GEOLOGICAL SETTING

— Regional Geology

      The Borealis mining district lies within the northwest-trending Walker Lane mineral belt of the western Basin and Range province, which hosts numerous gold and silver deposits. Mesozoic metamorphic rocks in the region are intruded by Cretaceous granitic plutons. In the Wassuk range the Mesozoic basement is principally granodiorite with metamorphic rock inclusions. Overlying these rocks are minor occurrences of Tertiary rhyolitic tuffs and more extensive andesite flows. Near some fault zones, the granitic basement rocks exposed in the eastern part of the district are locally weakly altered and limonite stained.

      The oldest exposed Tertiary rocks are rhyolitic tuffs in small isolated outcrops which may be erosional remnants of a more extensive unit. The rhyolitic tuffs may be correlative with regionally extensive Oligocene rhyolitic ignimbrites found in the Yerington area to the north and within the northern Wassuk Range. On the west side of the Wassuk Range, a thick sequence of older Miocene andesitic volcanic rocks unconformably overlies and is in fault contact with the granitic and metamorphic rocks, which generally occur east of the Borealis district. The age of the andesites is poorly constrained due to limited regional dating, but an age of 19 to 15 Ma is suggested (“Ma” refers to million years before present). In the Aurora district, 10 miles southwest

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of the Borealis district, andesitic agglomerates and flows dated at 15.4 to 13.5 Ma overlie Mesozoic basement rocks and host gold-silver mineralization. Based on these data, the andesites in the Borealis region can be considered as 19 to 13.5 Ma.

      The Borealis district lies within the northeast-trending Bodie-Aurora-Borealis mineral belt; the Aurora district, with 1.9 million ounces of past gold production, lies 10 miles southwest of Borealis and the Bodie district, with 1.5 million ounces of gold production, lies 19 miles southwest in California. All three mining districts are hosted by Miocene volcanics. The intersection of northwesterly and west-northwesterly trending Walker Lane structures with the northeasterly trending structures of the Aurora-Borealis zone probably provided the structural preparation conducive to extensive hydrothermal alteration and mineralization at Borealis.

— Local Geology

      The Borealis district mineralization is hosted by Miocene andesite flows, laharic breccias, and volcaniclastic tuffs, which exceed 1000 to 1200 ft in thickness, strike northeasterly, and dip shallowly to the northwest. The andesite is internally subdivided into upper and lower volcanic packages which are laterally extensive and constitute the predominant bedrock in the district. These packages host most of the gold ore deposits. The most favorable host horizon is the upper andesite and the contact zone between the two andesite packages. An overlying upper tuff is limited in aerial extent due to erosion. All of these units are cut by steeply dipping northeast-trending faults that probably provided conduits for mineralizing hydrothermal fluids in the principal mineralized trends. Pediment gravels cover the altered-mineralized volcanic rocks at lower elevations along the range front and overlie many of the best exploration targets. Wide-spaced drilling indicates that the majority of the altered-mineralized area is covered by pediment gravels over a seven-mile long zone in the southern and southwestern parts of the district. Much of this area has received only minor testing.

      Structures in the district are dominantly northeast-striking normal faults with steep northwest dips, and generally west-northwest-striking range-front faults with steep southerly dips. Both of these fault systems lie in regional trends which are defined large structural zones in the earth’s crust and by the locations of several known district scale mineral deposits and other smaller mineralized systems. Borealis appears to be at a major intersection of two of these mineralized trends, the Walker Lane and the Bodie-Aurora-Borealis cross trend.

      A number of the pre-mineral faults of both orientations in the Borealis district appear to control the occurrence and concentration of gold mineralization, and may have been conduits for migration of higher-grade gold bearing hydrothermal solutions. The hydrothermal solutions often followed the planes of the faults to zones where the proper geologic conditions allowed for concentration of the solutions and formation of gold deposits.

      Movement along most of the faults in the Borealis district appears to be normal, although some faults also display a strike-slip component of movement. In the mined part of the district, rocks are mostly down dropped on the northwest side of northeast-trending faults, which is part of a graben. The Graben gold deposit appears to be controlled by a north-northeast trending structure dipping steeply to the east, and no other structures of this orientation have been identified.

— Mineral Deposits

      The gold deposits contained within the larger, district scale, Borealis hydrothermal system are recognized as high-sulfidation type systems with high-grade gold mineralization occurring along steeply dipping structures and lower grade gold mineralization both surrounding the high-grade and commonly controlled by more permeable volcanic rocks in relatively flat-lying zones. The gold deposits, some with minor amounts of silver mineralization are hosted by Miocene andesitic flows, laharic breccias, and volcaniclastic tuffs, which all strike northeasterly and dip shallowly to the northwest. Pediment gravels cover the altered-mineralized volcanic rocks at lower elevations along the mountain front and there is potential for discovery of more blind deposits, similar to the Graben deposit.

      The surface “footprints” of the high-grade pods or pipe-like bodies, found to date are rather small and they can be easily missed with patterns of too widely spaced geophysical surveys and drill holes. Most of the

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drilling on the property by prior owners, including the Graben deposit, is vertical, and therefore did not adequately sample the steep higher-grade zones. Drill-hole orientation has compounded the underestimation of grades within the district. The coarse gold component can best be captured with very careful sampling of drill cuttings and core and collecting large samples.

      Several drill holes to the west of Freedom Flats and Borealis encountered gold within the alluvium stratigraphically above known deposits. These holes trace a gold-bearing zone that in plan appears to outline a paleochannel of a stream or gently sloping hillside that may have had its origin in the eroding Borealis deposit. The zone is at least 2,500 feet long, up to 500 feet wide, and several tens up to 100 feet thick. At this point it is unknown if this is a true placer deposit, an alluvial deposit of broken ore, or some combination of both. Additional drilling and beneficiation tests are needed to determine if an economic gold deposit exists.

EXPLORATION

      Since the late 1970’s, considerable exploration has been completed at the Borealis Property with the primary objective of finding near surface deposits with oxide type gold mineralization. Exploration work has consisted of field mapping, surface sampling, geochemical surveys, geophysical surveys, and shallow exploration drilling. Only limited drilling and geological field work has been completed in areas covered by pediment gravels, even though Freedom Flats was an unknown, blind deposit, without surface expression when discovered.

      Many geophysical surveys have been conducted by others in the Borealis district since 1978. In addition, regional magnetics and gravity maps and information are available through governmental sources. The most useful geophysical data from the exploration programs has been induced polarization (IP) (chargeability), aeromagnetics, and, to a lesser degree, resistivity.

      Areas with known occurrences of gold mineralization, which have been defined by historical exploration drilling, and have had historical mine production include: East Ridge and Gold View, Northeast Ridge, Freedom Flats, Borealis, and Deep Ore Flats (also known as Polaris). All of these deposits still have gold mineralization remaining in place, contiguous with the portions of each individual deposit which has been mined

      Discovery potential on the Borealis Property includes oxidized gold mineralization adjacent to existing pits, new oxide gold deposits at shallow depth within the large land position, gold associated with sulfide minerals below and adjacent to the existing pits, in possible feeder zones below surface mined ore and deeper gold-bearing sulfide mineralization elsewhere on the property. Both oxidized and sulfide-bearing gold deposits exhibit lithologic and structural controls for the locations and morphologies of the gold deposits.

      The following areas have not been subject to historic mine production, but have been subject to historical exploration that has identified gold mineralization.

Borealis Extension

      The Borealis Extension deposit occurs at shallow to intermediate depth beneath the northern and western parts of the former Borealis pit. Most of the mineralization begins at 110 to 375 ft below the surface. Generally the top of this target occurs at or slightly below the 7,000-ft elevation. The primary target is defined by 16 contiguous drill holes completed by previous operators that have potential ore-grade intercepts and that penetrate beneath the 7,000-ft elevation. Thickness of low-grade mineralized intercepts ranges from 15 to 560 ft with nine holes having from 155 to 560 ft of +0.01 opt of gold; average thickness of the zone is 236 ft. Grades have been divided into sub-zones of 0.01-0.03 opt, which averages 0.018 opt of gold, and of +0.03 opt, which averages 0.084 opt of gold.

Graben Deposit

      The Graben deposit is currently defined with approximately 36 RC holes and 19 core holes. Drilling has defined a zone of gold mineralization, using an 0.01 opt Au boundary, that extends at least more than 2,000 ft in a north-south direction and between 200 and 750 ft east-west, and up to 300 ft thick. The top of the deposit

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is from 500 to 650 ft below the surface. Near its southern margin the axis of the deposit is within 800 ft of the Freedom Flats deposit and along one portion of the southeastern margin low-grade mineralization may connect with the Freedom Flats mineralization through an east-west trending splay. Drilling data appears to confirm mineralization at the southern margin of the deposit is closed off. Along the western margin a suspected post-mineralization fault may have down-dropped the deposit and apparently serves as an effect western boundary to mineralization and brings tertiary gravels in contact with the Graben zone. Much of the eastern margin has not been defined by drilling. To the north mineralization remains open. An airborne magnetic survey and a gradient IP survey reveal anomalies along the northern extension of the Graben zone, suggesting that the deposit continues in that direction.

North Graben Prospect

      The North Graben prospect is defined by the projection of known mineralization, verified by drilling sampling and coincident with a large intense aeromagnetic low and a broad chargeability (IP) high. Only one hole has been drilled, but not completed, into the southern margin of the North Graben prospect, about 1,400 ft north of the most northerly significant Graben mineralization. While this hole failed to reach its target depth, alteration typical of the margin of the Graben deposit was encountered. This blind untested target lies on trend of the north-northeast-elongate Graben mineralized zone. In 1989, Echo Bay had completed a district-wide helicopter magnetic/electromagnetic survey, which identified a large, intense type aeromagnetic low in the North Graben area. This coincident magnetic low/chargeability high is now interpreted as being caused by an intensive and extensive hydrothermal alteration-mineralization system.

      Cambior conducted a gradient IP survey in 1997, which identifies a deep-source broad chargeability anomaly that extends northerly from the northern margin of the Freedom Flats deposit, covers only part of the Graben zone and most of the North Graben area, and extends to the limit of the surveyed area. This anomaly is interpreted to be caused by high-sulfide mineralization. The North Graben prospect thus represents the possible extension of known mineralization of the Graben zone.

      One angle hole was drilled by Cambior in 1998 to test the southern most portion of the North Graben target chargeability anomaly, and it was well south of a large aeromagnetic low. The upper 725 ft of this hole contained post-mineral gravel and sediments and relatively unaltered andesitic volcanics, before intersecting altered and mineralized andesite near the bottom of the hole. The pre-mineral andesite flows contain alteration ranging from propylitic to chalcedonic silica down the hole. Hole 98005 was lost at a depth of 780 ft due to hole caving. Although no significant gold mineralization was encountered in the hole, alteration was most intense at the bottom. Hydrothermal alteration noted in samples from the hole fits better with patterns found at the margin of a Graben-type deposit.

Sunset Wash Prospect

      The Sunset Wash prospect consists of a gravel-covered pediment underlain by extensive hydrothermal alteration in the western portion of the Borealis district. Sixteen holes drilled by Echo Bay Mines indicate that intense alteration occurs within a loosely defined west-southwest belt that extends westerly from the Jaime’s Ridge/ Cerro Duro deposits. At the western limit of the west-southwest belt, Cambior’s IP survey and drilling results can be interpreted to indicate that the alteration system projects toward the southeast into the pediment along a mineralized northwest-oriented fault. Cambior conducted a gradient array induced polarization (IP) survey over the Sunset Wash area effectively outlining a 1,000 by 5,000 ft chargeability anomaly. The anomaly corresponds exceptionally well to alteration and sulfide mineralization identified by Echo Bay’s drill-hole results. Two structures appear to be mapped by the chargeability anomaly; one is a 5,000-ft long west-southwest-trending structure and the other is a smaller, northwest-trending structure that cuts off the W-SW structure at its western limit. Alteration types and intensity identified by the drilling, combined with the strong IP chargeability high and the aeromagnetic low, strongly suggest that the robust hydrothermal system at Sunset Wash is analogous to the mineralized systems at Graben and Freedom Flats.

      Geologic observations based on mapping and drill hole logging indicate that both the Freedom Flats and the Graben deposits are localized along a favorable horizon near the contact between the upper and lower

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volcanic units. This same contact zone appears to underlie the Sunset Wash pediment at a shallow depth. The target concept suggests that mineralization should favor zones where mineralizing structures crosscut the upper and lower volcanic contact. Cambior drilled three holes to test portions of the Sunset Wash geophysical anomaly and to offset other preexisting drill holes with significant alteration. Each of the three holes was drilled vertically to maximize the depths tested. The three holes were collared in the upper volcanic unit, but only one crossed the contact.

      The westernmost of Cambior’s three holes encountered the most encouraging alteration and best gold mineralization suggesting that this drillhole is near the most prospective area. This drill-hole intercepted altered rock from bedrock surface to total depth, including an extremely thick zone of chalcedonic replacement in the lower two-thirds of the hole.

Bullion Ridge/ Boundary Ridge

      The northeast-trending alteration zone extending along Boundary Ridge into Bullion Ridge contains intense silicification that is surrounded by argillization, with abundant anomalous gold. Widely spaced shallow holes completed by previous operators have tested several of the alteration/anomalous gold zones defining discrete zones of mineralized material.

Lucky Boy Prospect

      Another prospect area similar to North Graben and Sunset Wash is the Lucky Boy area, which may be in a shallower pediment environment in the central portion of the district near the range front. Drill holes in the periphery have thick zones of silification and traces of gold mineralization. Echo Bay’s aeromagnetic map shows another magnetic low and Cambior’s IP map shows a coincident chargeability high in the area of the silicification.

MINERALIZATION

— Overview

      Finely disseminated gold mineralization found in the Borealis epithermal system was associated with pyrite and other gold bearing sulfide minerals such as marcasite when initially deposited by the gold rich hydrothermal fluids. In some portions of the deposits, over time through natural oxidation, the pyrite was transformed to limonite releasing the gold particles. Through this geologic process, the mineral character of the deposit was altered, and gold was exposed so that conventional hydrometallurgical processes (e.g. gold heap leaching) could be effectively applied to recover the gold. Gold still bound in pyrite or pyrite-silica which was not as readily oxidized in the geologic process, is not as easily recovered by a simple heap leach operations and may require some type of more advanced milling operation. Limited evidence suggests that in certain deposits such as the Borealis and Freedom Flats deposits, that some coarse gold exists, probably in the higher-grade zones.

— Oxide Gold Mineralization

      Oxide gold mineralization is generally more amenable to direct cyanidation processes such as heap leaching as compared to sulfide gold mineralization.

      Oxide deposits in the district have goethite, hematite, and jarosite as the supergene oxidation products after iron sulfides, and the limonite type depends primarily on original sulfide mineralogy and abundance. Iron oxide minerals occur as thin fracture coatings, fillings, earthy masses, as well as disseminations throughout the rock. The degree of supergene oxidation, mineral constituents, and form and occurrence of the oxide minerals in the host rock are significant factors in determining metallurgical performance and ultimate gold recovery. As demonstrated in previous operations, this type of gold bearing material is amenable to conventional heap leaching methodology.

      Depth of oxidation is variable throughout the district and is dependent on alteration type, structure, and rock type. Oxidation ranges from approximately 250 ft in argillic and propylitic altered rocks to over 600 ft in

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fractured silicified rocks. A transition zone from oxides to sulfides with depth is common with a mixing of oxide and sulfide minerals.

      Except for the Graben deposit, all of the known gold deposits are at least partially oxidized. Typically the upper portion of a deposit is totally oxidized and the lower portions unoxidized. In places, such as the Ridge deposits, there is an extensive transition zone of partially oxidized sulfide bearing gold mineralization. Oxidation has been observed to at least 1,000 ft below the surface. Therefore, we believe that if additional gold deposits are found under gravel cover, some portion of them may be oxidized.

— Sulfide Gold Mineralization

      Sulfide gold mineralization is generally less amenable to conventional direct cyanidation metallurgical processes, and may require more advanced processes such as milling, flotation and oxidation prior to cyanidation.

      Sulfide deposits in the district are mostly contained within quartz-pyrite alteration with the sulfides consisting mostly of pyrite with minor marcasite, and lesser arsenopyrite and cinnabar. Many trace minerals of copper, antimony, arsenic, mercury and silver have also been identified. Pyrite content ranges from 5 to 20 volume percent with local areas of nearly massive sulfides in the quartz-pyrite zone and it occurs with grain sizes up to 1mm. At Borealis, euhedral pyrite grains are commonly rimmed and partially replaced with a later stage of anhedral pyrite overgrowths. Study of this phenomenon in other epithermal districts in Nevada has shown that gold occurs only in the late overgrowths. Mineralogical studies of Borealis samples suggest that this may also be true at Borealis, but are not fully conclusive.

      The Graben deposit is the best example found to date of the size and quality of sulfide deposits within the district. In addition sulfide mineral resources occur in the bottoms of most of the pits, but the most significant mineral resource in a pit environment is found beneath the Freedom Flats pit. Potential targets below most pits would include the feeder structures, many of which would be expected to have high-grade sulfide gold mineralization.

      The following illustration is a representation which graphically demonstrates our generalized interpretation of the three predominate types of gold bearing material that have been defined in the Graben, Freedom Flats, and Borealis deposits by drilling and sampling. Drilling at the Graben indicates that this deposit contains predominantly sulfide gold mineralization. Limited drilling in the Borealis Extension deposit shows that the deposit is comprised of a mix of partially oxidized and oxidized gold mineralization. Near-surface deposits at Freedom Flats, Borealis and other deposits that were partially mined, and shown to be amenable to gold heap leaching, still contain potentially heap leachable gold mineralization in zones immediately adjacent to historical pits.

      Drilling completed by us and previous operators shows that gold mineralization often extends beyond the limits of previously mined pits. In addition, past mining operations have left dumps and heaps which were previously processed. We have evaluated portions of this stockpiled material with drilling, sampling, assaying and metallurgical testing and have determined that certain of these stockpiles still contain mineralized material with significant gold values.

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(Source: Gryphon Gold)

DRILLING

      We have conducted a drilling program of existing heaps and dumps of the Borealis site. Set out below is a summary of the drilling work conducted on the Borealis Property by prior owners and by us.

— Historical Drill Hole Database

      The drill-hole database used for the main Borealis project study area contains 1,747 drill holes with a total drilled length of 510,712 ft, including 1,626 which intersected gold mineralization. These holes were drilled by various prior operators. Drill-hole types include diamond core holes, reverse circulation (RC) holes and rotary holes. Only a few core holes have down-hole survey information. Mineralized zones covered by these drill holes include the Freedom Flats, Graben, Borealis, Polaris, East Ridge and Northeast Ridge. Except for Graben, all have been partially mined by previous operators of the project; the Borealis and Deep Ore Flats (also known as Polaris) pits have been back-filled with waste from the Freedom Flats pit. There are an additional 487 drill holes with a total drilled length of 103,562 ft scattered throughout the district, and mostly in the Cerro Duro, Jamie’s Ridge, and Purdy Peak area, at approximately three miles distant northwest of the main Borealis mine area. The total existing drilling for the entire Borealis Property, therefore, is 2,234 holes with a total drilled length of 614,274 ft. None of these historical holes were drilled by us.

      Drill hole sampling length is generally 5 ft for the RC holes, but varies for the core holes based on geological intervals. Sampling length is up to 25 ft for some of the early rotary holes. Gold assays in parts per billion (ppb) and troy ounces per short ton (opt) are provided for most of the sampling intervals. Silver assays in parts per million (ppm) and opt are also provided for some of the sampling intervals. Silver grade was not modeled in this study.

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Summary of Drill Hole Sample Statistics for

Drill Holes intersecting the Mineralized Zones⁽¹⁾⁽²⁾

											Average
			Total		Intervals				Total		Assay		Average
	Number		Sample		Not		Intervals		Assayed		Length		Gold Grade
	Holes(3)		Intervals(4)		Assayed		Assayed		Footage		(Feet)		opt of Gold
Graben		61		2,620		131		2,489		12,362		4.97		0.054
Freedom Flats		143		6,223		217		6,006		30,029		5.00		0.064
Borealis		321		5,611		127		5,484		27,835		5.08		0.042
Deep Ore Flats (Polaris)		163		6,223		217		6,006		30,029		5.00		0.064
Crocodile Ridge		37		2,593		25		2,568		12,879		5.02		0.012
Alluvium		253		1,673		175		1,498		7,490		5.00		0.007
East Ridge		188		4,466		104		4,362		21,892		5.02		0.020
Mid Ridge		60		1,307		24		1,283		6,415		5.00		0.008
Northeast Ridge		210		6,008		115		5,893		29,495		5.01		0.016
Outside Zones		1,342		56,188		3,564		52,624		267,047		5.07		0.001
Southwest Model Total		1,080		69,221		4,144		65,077		328,339		5.05		0.012
Northeast Model Total		546		18,020		341		17,679		89,850		5.08		0.011

(1)	Reference should be made to the Technical Report for further explanation of the above tabular information
(2)	This table summarizes drilling within known gold deposits of 1,747 holes and does not reflect the remaining 487 drill holes. Total drilling amounts to 2,234 holes with a total footage of 614,274 feet.
(3)	Drill holes may intersect more than one zone, therefore the number of holes by zone is not additive.
(4)	All distances are presented in feet.

     The database subset used for the computer generated resource model referred to in the Technical Report consists of 1,604 of the drill holes with a total footage of 447,860 ft and 82,756 assayed intervals. Many of the high-grade intervals were assayed more than once to check and confirm the actual grades, so the total number of assays exceeds 82,756. The average depth of holes is 275 ft but the bulk of the holes are less than 200 ft with a limited number of holes in selective locations extending 1,000-2,000 ft to test deeper mineralization. The average assayed interval was slightly larger than 5 ft, with the bulk of the samples representing 5-ft intervals. The drill holes discussed above were completed by other operators at Borealis, and were not drilled by Gryphon.

— Drilling of Existing Heaps and Dumps

      In May 2004 we completed a drilling program on the five Borealis site heaps and parts of the Freedom Flats and Borealis site dumps. This program consisted of 32 holes totaling 2,478.5 ft. Dump holes were drilled deep enough to penetrate the soil horizon below the dump, while holes on the heaps were drilled to an estimated 10-15 ft above the heap’s liner. We are currently conducting an ongoing drill program targeted at expanding the limits of known gold deposits. See “Development and Exploration — Resource Expansion and Exploration Program.”

SAMPLING AND ANALYSIS

— General

      The Borealis Mine operated from 1981 through 1990 producing approximately 10.7 million tons of ore averaging 0.059 ounces of gold per ton from seven open pits. The mined ore contained approximately 635,000 ounces of gold of which approximately 500,000 ounces of gold were recovered through a heap leach operation (please refer to footnote to table “Reported Past Borealis Production 1981-1990”). This historic production can be considered a bulk sample of the deposits validating the database that was used for feasibility studies and construction decisions through the 1980s. With over 2,200 drill holes in the database that was compiled over a 20-year period by major companies, the amount of information on the project is extensive. It

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is primarily these data that have been used as the foundation of the current mineral resource estimate. The bulk of the data was collected beginning in 1978, the year of discovery of the initial ore-grade mineralization, and was continuously collected through the final year of full production. Subsequent owners who conducted exploration programs through the 1990s added to the database.

— Previous Mining Operations — Sampling, Analysis, Quality Control and Security

      Specific detailed information on sampling methods and approaches by the various mine operators is not available to us. However, a report written in 1981 (referred to in the Technical Report) noted that the drilling, sampling and analytical procedures as well as assay checks were reported as acceptable by industry practice.

      Echo Bay Mines performed quality checks on their drill cuttings, sampling and assaying methods as part of their evaluation of the property prior to and following its purchase from Tenneco Minerals, indicating that the original assays were reliable and representative. During their exploration and development programs they also drilled a number of core hole twins of reverse circulation rotary drill holes to compare assay results in the same areas.

      Houston Oil and Minerals, Tenneco, and Echo Bay Mines are reported to have used standard sample preparation and analytical techniques in their exploration and evaluation efforts, but detailed descriptions of the procedures have not been found. Most of the drill-hole assaying was accomplished by major laboratories that were in existence at the time of the drilling programs. Various labs including Monitor Geochemical, Union Assaying, Barringer, Chemex, Bondar-Clegg, Metallurgical Laboratories, Cone Geochemical, the Borealis Mine lab and others were involved in the assaying at different phases of the exploration and mining activity.

      We believe that early work on the property relied on assay standards that were supplied by the laboratories doing the assaying. However, Echo Bay Mines (1986) reported using seven internal quality control standards for their Borealis Mine drill-hole assaying program. The seven standards ranged in gold concentrations from 170 ppb to 0.37 opt. Assay labs involved in the standards analyses were Cone Geochemical, Chemex, and the Borealis Mine lab, and the precision of the three labs was reported as excellent (+/- 1 to 8%) for the higher gold grades (0.154-0.373 opt); acceptable (+/- 3 to 14%) for the lower grades (0.029-0.037 opt); and fair (+/- 4 to 20%) for the geochemical anomaly grades (0.009 opt to 170 ppb). These data provide an initial estimation of the precision and accuracy of gold analyses of Borealis mineralization.

      During 1986, Echo Bay instructed Chemex to analyze duplicate samples for five selected drill holes. A comparison was made of (a) ¹/2 assay-ton fire assay with a gravimetric finish, versus (b) ¹/2 assay-ton fire assay with an atomic absorption finish, versus (c) hot cyanide leach of a 10-gram sample. The ¹/2 assay-ton fire assay — gravimetric and the ¹/2 assay-ton fire assay — atomic absorption gave essentially the same results. However the hot cyanide leach gave results that were 5-11 percent higher in one comparison and significantly lower in another, prompting Chemex to conclude that cyanide leach assaying was not appropriate for Borealis samples. The great majority of the assays in the database are based on fire assays.

      We have no information relating to the sample security arrangements made by the previous operators.

— Gryphon Gold Operations — Sampling, Analysis, Quality Control and Security

      We engaged an independent contractor in 2004 to drill 32 holes on the five previously leached heaps and two waste dumps. The drilling was completed with a sonic rig to retrieve a core-like sample. All drill holes were drilled vertical, and samples represent “true thickness” of the dump or heap material.

      Sampling intervals were originally designed to be every 10 ft, but were contingent upon drilling conditions. During drilling, sample intervals were subject to when the sample tube was extracted from the hole. Individual runs varied from 1 to 3 ft, which were then combined to produce a sample with an interval length as close to 10 ft as practicable (the combination was completed at American Assay Labs). Combined intervals varied from 9 ft to 11 ft, except at the bottom of a hole where the interval was as short as 4 ft.

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      When the sample tube was extracted from the hole, the sample was immediately slid into a plastic sleeve that was sealed and marked with the drill hole number and footage interval. These plastic sample sleeves were not reopened until they reached the analytical lab. All of the drill procedures and handover to the analytical lab was monitored by an independent geologist hired through Geotemps Inc. The contract field geologist also maintained lithology logs for each drill hole. A non-blind standard was added as the last sample of each hole, which was obvious to the lab since the standard was in a pulp bag, although the lab did not know the gold value of the standard.

      All samples were submitted to American Assays Labs of Sparks, Nevada. At the lab each of the individual samples were combined into an analytical sample at approximated 10 ft intervals. Each analytical sample was split in a rotary splitter with a one-fifth of the sample removed for assay and the remaining four-fifths retained for metallurgical testing. Each analytical split was weighed, dried and weighed again. The difference between the two weights represents the amount of water in the original sample. Each dried sample was crushed to one-quarter inch passing and a 300 to 500 gram sample was riffled off for assay. The remaining sample was retained at the lab. Each assay sample was pulverized and assayed for gold and silver by one assay ton fire assay, and a two hour 200 gram cyanide shake assay for dissolvable gold.

      Two additional samplings were undertaken on one of the heaps. Twelve samples were collected along the new road cut and one “bulk” sample was collected from a backhoe cut made during reclamation. The road cut samples were collected as rock chips over 10 ft intervals. Each sample was about 5 pounds of material that was collected to represent the size distribution of the material in the cut. Six of the samples were from the south side mid-point along the heap and six from near the east base. Each sample was assayed by American Assay Labs using one assay ton fire assay for gold and silver. The average grade of the 12 samples is 0.009 opt Au, which compares favorably with the average grade of the three holes drilled into the heap, which is 0.008 opt Au. About 20 pounds of representative material was collected from the backhoe trench. At American Assay Labs one-quarter of the sample was split out and assayed by one assay ton fire assay for gold and silver. This sample contains 0.008 opt Au, which corresponds with the average value for the heap as determined by drilling. The remaining three-quarters of the sample was sieved into four size fractions and assayed in the same manner as noted above.

      As part of the quality control program standards were submitted to American Assay Labs (AAL) with each drill hole, several assayed pulps and two standards were submitted to ALS Chemex, and three of the duplicates and two standards were submitted to ActLabs-Skyline.

— Historical Mining and Metallurgical Operations

      The historical mining operations processed both a run-of-mine ore and an ore that was crushed to a nominal 1¹/2-inch product as the primary feed material that was placed on the heap for leaching. The fines fraction was agglomerated with cement, mixed with the coarse fraction, and leached with sodium cyanide solution. Gold mineralization is finely disseminated and/or partially bonded with pyrite, and although there are very little ore mineralogy data available, historical operating reports suggest that some coarse gold may exist. Gold that is bound in pyrite or pyrite-silica is not easily recovered by simple heap leach cyanidation, however gold recovery in oxide ores is reported to average about 80% for the ore treated. There are no reports of carbonaceous refractory components within the old heap or dump materials. The previous mine operators employed a Merrill Crowe circuit to enhance ease of silver recovery, followed by a retort to remove mercury.

      Laboratory testing subsequent to mine shut down in 1990 indicates that gold recoveries of 55 to 80 percent can be expected from remaining oxide material on the Borealis Property by heap leaching.

      Based on limited testwork, gold bearing sulfide material appears to respond to conventional flotation concentration and cyanidation of oxidized concentrates. In the laboratory testing, chemical oxidation and bioxidation treatment of the sulfide material yield a high level of oxidation and correspondingly high gold recoveries after cyanidation of the oxidized material. Aeration of concentrate slurries may be a suitable oxidation method for the sulfide material.

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DEVELOPMENT AND EXPLORATION

      Our development and exploration plans are based on the recommendations contained in the Technical Report and are outlined below:

Permitting Process

      We will continue the process of obtaining the permits necessary for mine start up. Obtaining the permits necessary for mine start up does not require us to complete a feasibility study. The principal permits are expected to be issued in early 2006, while ordinary course permits will be sought prior to mine start up.

      The permitting process is described below under the heading “Permitting” and consists principally of:

•  Filing a Plan of Operation with the U.S. Forest Service to obtain a mine operation permit. We filed our Plan of Operation in August 2004.

•  Preparation of an Environmental Assessment. We have retained a third party contractor to prepare the assessment for us, and we expect this process will be completed in early 2006.

•  Obtaining water rights from the Nevada Division of Water Rights. We have obtained the rights to one basin and applied for rights to a second basin.

•  Obtaining a Water Pollution Control Permit from the Nevada Division of Environmental Protection, Bureau of Mining Regulation and Reclamation (the “BMRR”) in respect of the heap leach and process solution ponds. We filed our application in February 2005.

•  Obtaining a reclamation permit from the BMRR. Our application for a reclamation permit was filed in August 2004. We will need to post a reclamation bond with the U.S. Forest Service prior to commencement of site disturbance.

Drilling and Feasibility

      We plan to continue our drilling program and develop a feasibility study designed to delineate gold reserves to support construction of mining operations. On July 11, 2005, we accepted a joint proposal for a feasibility study by Samuel Engineering, Inc. and Knight Piesold and Company. Samuel Engineering provides services including metallurgical process development and design, and Knight Piesold provides mining, metallurgical, and environmental engineering services. Both companies have worked together recently on completing similar studies. Work has begun on the feasibility study.

Future Mine Development

      We propose to build a mine operation, if warranted by project economics, on the Borealis site. Our plan could change based on additional information as it is acquired and analyzed in our ongoing engineering studies and feasibility study. We have described below the principal steps to the proposed development of the mine operations which is based substantially on the Plan of Operations, and which is subject to review by the U.S. Forest Service. The Plan of Operations does not present an economic analysis, and we have not placed any information in the Plan of Operations regarding capital expenditures, operating costs, ore grade, anticipated revenues, or projected cash flows.

      We have submitted a Plan of Operations #2-04-08 to the U.S. Forest Service in August 27, 2004. The proposed Plan of Operations consists of the reopening of a previously reclaimed open pit mining operation. The proposed surface disturbance consists of pit and waste rock facility expansion and the construction of a new leach pad, processing and support facilities, surface water diversions, yard areas, utilities, and mine roads. The proposed disturbance is approximately 455 acres and is located entirely within the footprint of the previously disturbed and reclaimed project area. The proposed mine will initially be located in and around mine workings left by previous operators. We anticipate that mine development will start, if warranted, after the acquisition of the principal federal and State of Nevada environmental protection and operating permits. We anticipate that mine construction and construction of support facilities will be scheduled soon after receipt

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of permits, and as weather and seasonal climatic conditions allow. We plan to begin exploiting known mineral deposits using conventional surface mining methods.

      We plan to initially use a mining and crushing contractor for the mining and crushing operations. Leaching and gold production is expected to be undertaken by company employees. Initial permits are expected to allow for an initial heap size of approximately 10 million tons of material. The heaps are expected to be expanded as the operation grows to occupy additional surface area as required to continue the operation.

      The projected initial mine life, based on our current plans, is 10 to 12 years, which includes: eight to ten years of active gold production, heap drain down, and reclamation; and two to three years of post reclamation monitoring and repairs. Mine life may be adjusted as mining plans are further refined through the feasibility study and the property is further explored and developed.

      Planned Heap Leach Operations. The Plan of Operations calls for a new double-lined heap leach pad to be constructed within and adjacent to two of the existing reclaimed pads in a two phase approach. Phasing of the construction will allow for the re-mining of the existing ore on these pads and limit the extent of the areas disturbed for mineral processing. The re-mined material from existing heaps, and material newly mined from the five pits will be crushed and agglomerated with lime and then placed on the new leach pads in lifts up to 25 feet high using a conveyor system. The leach pad is designed to hold 10-million tons of mineralized material once the phased construction is completed.

      Our plan calls for the agglomerated material to be placed on the heap leach pad and leached with a dilute cyanide solution. After the solution percolates through the heaped material, it will be collected in a series of pipes and lined ditches that will drain to the Pregnant Solution Tank. The pregnant solution will then be pumped to the Adsorption, Desorption and Refining (ADR) Plant where gold and other precious minerals will be removed from the solution. Two large storage ponds will also be located in this area. The first pond, which will have a double synthetic liner with leak detection system, will be used for recycling barren solution and storing excess water generated during storm events. The second pond, which will have a single synthetic liner, will be constructed when the second phase leach pad construction is completed. It will be used solely to contain excess water generated during storm events.

      Planned Access and Access Roads. Secondary access roads are proposed around the perimeter of the new heap leach pad. Ditches and culverts will be installed, wherever necessary, to maintain adequate drainage.

      Planned Surface Mining Activities. Planned mining in the pits will consist of conventional drilling and blasting, loading, and hauling. Surface mining equipment sized for moderate sized open pit mine operation should be used. The final equipment list will be contingent on availability form a mining contractor. Any acid-generating waste identified during mining will be encapsulated within the non-acid-generating waste rock.

      Mining is scheduled to begin with the East Ridge and Polaris Pits. The waste rock will be transported to the East Ridge Waste Rock Facility (WRF) and Polaris WRF, respectively. As the schedule progresses, open pit mining operations is planned to gradually shift to the Borealis and Northeast Ridge Pits starting with pre-stripping of waste rock. The waste rock from the Borealis will be hauled to the Borealis South WRF and the Borealis North WRF while the NE Ridge waste rock will be hauled to the NE Ridge WRF.

      Planned Ancillary Facilities and Infrastructure Requirements. The site laboratory, administration, warehouse, and leach pad maintenance facilities are planned to be centrally located near the ADR plant and storage Ponds. Standard manufactured modular facilities will be placed on concrete slabs. A graded parking lot is also planned for construction in this area for employees and visitors.

      The truck maintenance shop, light vehicle shop, fuel storage area, and truck ready line will be located north of the storage ponds.

      The Project’s water will be supplied by two new production wells to be installed approximately three miles south of the mining area at a water basin in respect of which we have obtained water rights. The pre-existing production waterline, which was left buried in place by the previous operator, will be utilized to convey the water to the ADR plant and storage ponds if it is still in good condition. If the existing line is in poor condition, a new pipeline will be installed within the same pipeline corridor.

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      A propane storage tank will be located in a fenced area near the ADR. Propane will be used to supply fuel for heat to the various buildings and processing equipment (i.e., solution heater, rotary kiln, and melting furnace). A new electrical line will be installed to the project area from a nearby utility power line using the same utility corridor as was used for the previous mine operation. Generators may also be used to provide additional electrical power for the project during the start-up operations.

      Future Exploration and Reclamation. The Plan of Operations also contemplates eventual underground exploration as well as post mining reclamation and land use.

      Depending on the results of exploration, and development drilling and other factors, a higher grade underground mining operation may be deemed feasible in the future. If this is the case, a more efficient metallurgical process and mill may be required to treat higher grade ores.

Mineralized Materials and Exploration Program

      The Borealis property embraces numerous areas with potential for discovery of mineable gold deposits. The defined target areas can be grouped into categories based on our expectation for deposit expansion or potential for discovery. Our current emphasis is focused on targets which are the extensions of previously mined deposits, specifically the East Ridge-Gold View-Northeast Ridge mineralized trend, and around the margins of the Borealis, Freedom Flats, and Deep Ore Flats/ Polaris deposits. Each has the potential to add to the material that can be developed as part of the initial mine plan. Results from drilling will be incorporated into the preparation of the feasibility study.

      In addition to the drilling program required for the preparation of the feasibility study, we propose to undertake a systematic district scale exploration program designed to discover and delineate large gold deposits within the greater Borealis Property, outside of the known mineral deposits, which will focus along known mineralized trends that project into untested gravel-covered areas with coincident geophysical anomalies. The greatest potential in the district lies beneath a large gravel-covered area at the mountain front with several potential blind deposits (with no surface expression). The Graben zone is an example of this type of deposit, and other high-potential targets include North Graben, Sunset Wash, Lucky Boy, and others yet to be named.

      Planned activities and expenditures include both field and compilation geology, geophysics, geochemistry, permitting and claim maintenance, road construction and drill-site preparation, reverse circulation (RC) and core drilling, drill-hole assaying, sampling protocol studies and assay quality control, preliminary metallurgical testing, and database management. We estimate that nearly 50% of the budget would be spent directly on drilling (mostly on RC drilling) with approximately 13% on geologists, 10% on assaying, and the remainder divided among the other items. The budget is expected to be sufficient to discover and delineate one or more deposits, but additional funding will be required for detailed development drilling and other development activities.

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      Our most significant mineral resource exploration and expansion prospects are described below. All except for Sunset Wash and Lucky Boy are included (or partially included, as is the case for North Graben) within the boundaries of the previously disturbed area. In addition, several other identified resource areas on the Borealis Property are open for further discovery. These prospect (or target) areas have known or projected mineralization and coincident geophysical signatures, and extend under alluvial cover in pediment areas in the southern and southwestern portion of the property. In some areas of the Borealis Property, alluvial gravel covers the altered-mineralized volcanic rocks at lower elevations along the mountain front and overlies some of the best exploration targets. The names of deposits and exploration targets on the Borealis Property are shown on the map below. The map also shows the boundary of the claim holdings that comprise the Borealis Property.

Borealis gold district

23 square miles

(Source: A. Noble, Ore Reserves Engineering, Technical Report, 2005)

     The following describes some of the target areas that have gold-bearing rock reported in drill holes or areas that have been mined historically, or are on trend or at depth that have not been tested adequately. Several deposits have been targeted for sampling in the current drill program as noted below.

Targets with Potential for Expansion of Known Gold Deposits

      Freedom Flats. The silicified zone under the current resource has been inadequately drill tested. Several deeper holes have intercepted gold below and adjacent to the current pit bottom. Limited drill evidence, an aeromagnetic survey anomaly, and structural reconstruction of geology in the pit suggest that a second zone may exist a short distance to the south of the pit. Additional drilling is planned to define the limits of the northern and southwestern edges of the deposit and the edges of the mineralized zone found in the bottom of the pit. These holes may range from 200 to about 800 ft deep.

      Borealis Extension. Beneath the Borealis deposit ranging from 250 to 500 ft below the surface, several holes intercepted a flat lying to shallowly dipping mineralized zone that has yet to be fully delineated. Furthermore, the Borealis deposit appears to be cut on the northwest side by the extension of the Freedom Flat fault and a portion of the Borealis deposit may be in this down-dropped block. The primary target is defined by 16 contiguous drill holes that have potential ore-grade intercepts and that penetrate beneath the

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7,000 ft. elevation, as shown below. Additional drilling is planned to better define the limits of the mineralization along edges of the old Borealis pit for mining purposes as well as testing the deeper mineralized area to the north and northwest of the previously mined Borealis pit area. These planned holes may range from 100 to 500 ft deep, and if warranted up to 800 ft in special circumstances.

Schematic cross section of Borealis extension deposit area

(Source: A. Noble, Ore Reserves Engineering, Technical Report, 2005)

The grades shown above are the average of the intercepts for a particular drill hole (calculated over the lengths of the drill hole indicated).

     Deep Ore Flats (also referred to as Polaris). Additional drilling is planned to better define the limits of the mineralization along edges of the existing pit for mining purposes. These planned holes may be 100- to 200-ft deep.

      Crocodile Ridge. This silicified zone is an extension of the Borealis deposit to the northeast. Several holes have intercepted low-grade gold mineralization. Additional and deeper drilling is required to fully test this target;

      East Ridge. The feeder zone to the East Ridge deposit has never been drill tested. This zone lies either underneath the current pit or lies to the south and originates from a major fault zone bringing up basement granite. Additional drilling is planned to better define the limits of the mineralization along the south flank and bottom of the existing pit for mining purposes. These planned holes may be 50- to 500-ft deep.

      Northeast Ridge. As with East Ridge, the feeder zone to the Northeast Ridge deposit has never been drill tested. This untested zone lies either underneath the current pit or lies to the south and originating from a major fault zone. Additional drilling is planned to better define the limits of the mineralization around the pit for mining purposes. These planned holes may be 50- to 500-ft deep.

      Other targets have been defined based on historical exploration activities. The most important of these targets include the areas noted below. In general, in these target areas, additional field work will be required preceding further drilling.

      Cerro Duro. The Cerro Duro deposit is localized along the major Cerro Duro fault zone. Additional deeper drilling into the root zone of this pipe is required and new drilling should be done to identify other blind deposits that may also be localized along this fault. Specific drilling plans will be finalized as more field work is completed.

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      Jaime’s Ridge. Several drill holes drilled to the west of the Jaime’s Ridge deposit identified some low grade mineralization along splays of the major Cerro Duro fault system. Additional drilling should be conducted to determine if mineable reserves could be found in the area. Specific drilling plans will be finalized as more field work is completed.

      Purdy’s Peak. The Purdy’s Peak mineralization needs to be further drilled with deeper holes and offset holes. The area lies at the juncture of two faults along trend with the Cerro Duro fault system. Specific drilling plans will be finalized as more field work is completed.

      Bullion Ridge/ Boundary Ridge. The northeast-trending alteration zone extending along Boundary Ridge into Bullion Ridge contains intense silicification that is surrounded by argillization, with abundant anomalous gold. Widely spaced shallow holes have tested several of the alteration/anomalous gold zones defining mineral resources, but more exploration is needed to determine the total potential of the area.

      Graben Deposit. The Graben deposit is a north-trending, mineralized zone that appears to have at least three mineralized bodies which may be similar to the Freedom Flats deposit. These have yet to be fully delineated by drilling, but existing drill holes demonstrate a higher grade zone which may continue for more than 1,400 feet in strike length. The trend remains open to the north and has been traced by geophysical surveys, which suggest that this is a superior exploration target.

Schematic cross section of the Graben deposit area

(Source: A. Noble, Ore Reserves Engineering, Technical Report, 2005)

The grades shown above are the average of the intercepts for a particular drill hole (calculated over the lengths of the drill hole indicated).

Identified Targets with Potential for New Discoveries

      North Graben Extension. Prior surface exploration has defined an extension of the mineralized structural trend identified in the Graben deposit. This new target is defined by an aeromagnetic anomaly with a coincident IP anomaly. Several test holes are warranted, and will be located as determined through further geologic evaluation and analysis.

      West Pediment. This defined target area incorporates the prospects referred to as Sunset Wash, Flatlands, and Gnat Flats. The target has thin to modest thickness of alluvial cover, as revealed by several

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widely scattered drill holes. A large intense aeromagnetic low over the area suggests strong alteration in the underlying andesite and a coincident subtle chargeability high anomaly indicates a mineralized system. This aeromagnetic low/chargeability high anomaly along the projection of a known mineralized trend has not been drilled. In an adjacent area, very widely spaced and relatively shallow drill holes in the area of a strong chargeability anomaly intersected substantial pyrite, argillization, and silicification, and locally anomalous gold in bedrock beneath the alluvium. It appears from an initial review of the data that several untested targets exist which will require further analysis and future drill sampling and testing.

      Lucky Boy Prospect. Another prospect area similar to North Graben and Sunset Wash is the Lucky Boy area, which may be in a shallower pediment environment in the central portion of the district near the range front. Drill holes in the periphery have thick zones of silification and traces of gold mineralization. Echo Bay’s aeromagnetic map shows another bulls-eye magnetic low and Cambior’s IP map shows a coincident chargeability high in the area of the silicification. Additional required data compilation work is in progress.

UNITED STATES MINING LAWS

      Mining in the State of Nevada is subject to federal, state and local law. Three types of laws are of particular importance to the Borealis Property: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment.

      The Borealis Property is situated on lands owned by the United States (Federal Lands). Borealis Mining, as the owner or lessee of the unpatented mining claims, has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of the mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances. On Federal Lands, mining rights are governed by the General Mining Law of 1872 as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. Historically, the owner of an unpatented mining claim could, upon strict compliance with legal requirements, file a patent application to obtain full fee title to the surface and mineral rights within the claim; however, continuing Congressional moratoriums have precluded new mining claim patent applications since 1993.

      The operation of mines is governed by both federal and state laws. Part of the Borealis Property is situated within the Toiyabe National Forest, and that part is administered by the U.S. Forest Service. The rest of the Borealis Property is administered by the Bureau of Land Management (BLM). In general, the federal laws that govern mining claim location and maintenance and mining operations on Federal Lands, including the Borealis Property, are administered by the BLM. The Forest Service is concerned with surface land use, disturbances and rights-of-way on Federal Lands that it manages. Additional federal laws, such as those governing the purchase, transport or storage of explosives, and those governing mine safety and health, also apply. Various permits or approvals from the BLM and other federal agencies will be needed before any mining operations on the Borealis Property can begin.

      The State of Nevada likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The bond amount for a large mining operation is significant. Local jurisdictions (such as Mineral County) may also impose permitting requirements (such as conditional use permits or zoning approvals).

      Mining activities on the Borealis Property are subject also to various environmental laws, both federal and state, including but not limited to the federal National Environmental Policy Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Recovery and Conservation Act, the

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Clean Water Act, the Clean Air Act and the Endangered Species Act, and certain Nevada state laws governing the discharge of pollutants and the use and discharge of water. Various permits from federal and state agencies are required under many of these laws. See, “Permitting Requirements,” below. Local laws and ordinances may also apply to such activities as waste disposal, road use and noise levels.

PERMITTING

—  Permit Acquisition and Fundamental Environmental Permitting Considerations

      We have initiated a plan to obtain the required principal environmental operating permits in anticipation of a possible mine start-up in 2006. Current engineering, results from permit negotiations, and updated mineral resource estimates will serve as the basis for a feasibility study that is scheduled for completion by the end of 2005.

      A staged permit acquisition program is in progress. The first permitting stage, started in the fall of 2003, has been completed. Permits obtained at that time authorized exploration activities needed to prove the mineral resource, condemn the heap sites and support infrastructure, and obtain environmental baseline data to support the permitting packages. A second stage of application for exploration drilling permits was submitted in December 2004 and approval was obtained in May 2005. A Plan of Operations for a new mine was submitted in August 2004 to the U.S. Forest Service and Nevada State agencies. A Water Pollution Control Permit application for the reopening and expansion of the mine was submitted to the Nevada Bureau of Mining Regulation and Reclamation in January 2005. Future exploration activities and mine expansion initiatives will be included in applications for subsequent approvals on a case-by-case and as-needed basis.

      The permit we applied for focuses on the approximately 460 acre area previously disturbed by mining operations. Deposits within this boundary, subject to permit applications generally, include the oxidized and partially oxidized portions of Borealis, Deep Ore Flats (also known as Polaris), East Ridge, Freedom Flats, and Northeast Ridge which are amenable to a conventional hydrometallurgical gold recovery process such as heap leaching. Also included in the Plan of Operations is the option for development of underground access to the Graben deposit to be used for exploration and future development activities, although no production plan has been submitted for consideration in this mineralized zone at this date. Crocodile Ridge, Middle Ridge, and other deposits within the study area boundaries of the Borealis Property will be added to the permit applications if warranted based on ongoing engineering and in-fill drilling results.

—  Permitting Process Overview

      The development, operation, closure and reclamation of mining projects in the United States require numerous notifications, permits, authorizations and public agency decisions. This section does not attempt to exhaustively identify all of the permits and authorizations that need to be gained, but instead focuses on those that are considered to be the main efforts that are on the critical path for project start-up.

—  Environmental Inventories

      There are certain environmental evaluations that routinely must be completed in order to provide the information against which project impacts are measured. Both the U.S. Forest Service and the Nevada Bureau of Mining Regulation and Reclamation (BMRR) have requirements to profile existing conditions and to evaluate what effects will result from implementing the project plans on those mineral resources.

      Background information on geology, air quality, soils, biology, water resources, social and economic conditions, and cultural resources are currently being assembled for us and will be submitted to the appropriate regulatory agency.

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—  Permitting Requirements

U.S. Forest Service Requirements

      The Bridgeport Ranger District of the U.S. Forest Service will be the lead agency regulating mining and reclamation activities at the Borealis Property. The permitting process with the U.S. Forest Service consists of filing a Plan of Operations pursuant to the requirements of 36 CFR Part 228, Subpart A. Our Plan of Operations was filed in August 2004 describing the project plans in a step-by-step process. The Plan of Operations describes the development of the deposits identified in the Technical Report and recognizes and anticipates the effects of market impacts such as reductions or increases in gold price, and describes the measures that will be taken to adjust for these changing conditions. The emphasis of the Plan of Operations is on defining the spatial and temporal aspects, as they will affect the land that is managed by the agency. The Plan of Operations also describes the plans to reclaim the site, and includes an estimate of the cost to accomplish that reclamation. This cost estimate is the first step toward establishing the reclamation surety for the site.

      In order to satisfy the reclamation surety requirements of the U.S. Forest Service, we propose to obtain an insurance policy for its benefit. This policy, if obtained on terms acceptable to us, would require us to pay into a “commutation” account of the insurer the agreed cost of the initial future reclamation work. The initial amount covered under the policy will be funded by a deposit of $2.8 million into the “commutation” account. The amount covered by the policy is expected to increase as reclamation costs increase due to expanded mining related disturbances. This additional policy coverage is expected to be funded from mining revenue once the mine is in operation. Once funded, the account will be available to pay for concurrent and final reclamation expenses as they are incurred. The policy is expected to provide us a mechanism to manage the overall cost of reclamation for a known cost for the entire life of mine and provide financial assurance required by the U.S. Forest Service. We would propose to acquire the policy once the plan of operations and associated reclamation plan are approved by the U.S. Forest Service.

      The National Environmental Policy Act (NEPA) requires that any decision made by a Federal agency must consider the environmental effects of that decision. The USFS will decide whether or not there is a decision to be made, and whether that decision is significant or not. If there is no decision to be made, as in the instance of Categorical Exclusions (CE), the project can proceed with notification only. CE’s are allowed when surface disturbances are limited to less than one mile of new road building. If a decision must be made, an environmental impact evaluation is completed and from that analysis, a determination of whether the environmental impact is significant or not. If the determination is a “finding of no significant impact” (FONSI), then the agency is authorized to approve the plan based on the Environmental Assessment (EA) findings. If the decision is that the impacts are in fact significant, then an Environmental Impact Statement (EIS) is required to arrive at the final decision. There is a significantly increased time period for review and public comment for an EIS versus an EA. Approvals of Gryphon Gold’s site exploration activities to date were authorized under a CE.

      The USFS Bridgeport Ranger District (District) has determined that preparation of an Environmental Assessment (EA) is necessary to comply with the requirements of the National Environmental Policy Act (NEPA). The USFS and we have mutually agreed to have Knight Piesold and Co. (KPCO), a third-party NEPA contractor, prepare the EA.

      At the completion of the NEPA process and decision, the reclamation surety must be posted with the USFS prior to any surface disturbance on site. The reclamation cost estimate provided in the Plan of Operations will be reviewed and refined by the agency and an acceptable amount agreed upon among the U.S. Forest Service, BMRR and us.

Nevada Division of Water Resources Requirements

      Development of the Borealis Property will involve significant water demand in an arid region where the water basin has been over-appropriated and for which project water rights have been withdrawn. Successful

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mining and processing will require careful control of project water and efficient reclamation of project solutions back into the leaching process.

      The Nevada Division of Water Resources (NDWR) is the responsible agency for granting water rights permits. There are two basins from which water rights could be appropriated. The first basin was the water supply for the mining reclamation activities at Borealis during the 1980’s and early 1990’s. Although this basin appears to be over allocated to various users, many of these rights go unused, so it may be possible to transfer existing appropriations to the project if necessary. The second basin, located south of the Borealis Property boundary, is undeveloped.

      We believe that water rights granted to us by the NDWR are sufficient to conduct planned operations. A wellfield to perfect this water supply has not yet been tested or developed. We are negotiating with the NDWR for a second set of water rights to the second basin. Granting of the second water right will allow for sufficient capacity to allow for a backup source and capacity for expansion if required.

NDEP Bureau of Mining Regulation and Reclamation Requirements

      The Nevada Division of Environmental Protection, Bureau of Mining Regulation and Reclamation (BMRR) regulates mining activities within the state including water pollution control and reclamation.

      The heap leach and process solution ponds are presented in the water pollution control permit application that was filed in January 2004. The permit application package includes the engineering design report for the heap and ponds, certified by a Nevada registered professional engineer. In addition to the engineering report, operating plans describing the mineral processing circuit, fluid management plan, monitoring plans, emergency response plan, temporary closure plan and tentative permanent closure plan were presented. The Water Pollution Control Permit is expected to be issued before the end of 2005 and such permits are issued on five year, renewable terms.

      BMRR also administers and enforces the requirements relating to the reclamation of land subject to mining or exploration projects.

      A Reclamation Plan that contains the identical information as was contained in the Plan of Operations was submitted to the BMRR in August 2004. The Reclamation Plan is currently under review and a decision may be received by the end of 2005.

      We may be required to post a reclamation bond from a financial institution or otherwise set aside a corresponding amount for the benefit of BMRR. We anticipate that BMRR will accept the reclamation bond we post for the benefit of the U.S. Forest Service.

Nevada Division of Environmental Protection — Bureau of Air Quality Requirements

      Prior to the commencement of construction activities, an air quality permit will be necessary. The Nevada Bureau of Air Quality (BAQ) regulations state that a process flow diagram must be generated to communicate the technical aspects of the process/activity and determine which class of permit will be required. We plan to prepare the required process flow diagram and submit our permit application in the third quarter of 2005.

      The time period prescribed by Nevada rules for an air quality permit of the type we expect to require is 10 business days for technical completeness plus 60 calendar days to issue or deny the permit.

United States Regulatory Matters

General

      All of our exploration activities in the United States are subject to regulation by governmental agencies under various mining and environmental laws. The nature and scope of regulation depends on a variety of factors, including the type of activities being conducted, the ownership status of land on which the operations are located, the nature of the resources affected, the states in which the operations are located, the delegation

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of federal air and water-pollution control and other programs to state agencies, and the structure and organization of state and local permitting agencies. We believe that we are in substantial compliance with all such applicable laws and regulations. While these laws and regulations govern how we conduct many aspects of our business, we do not believe that they will have a material adverse effect on our operations or financial condition. We evaluate our projects in light of the cost and impact of regulations on the proposed activity, and evaluate new laws and regulations as they develop to determine the impact on, and changes necessary to, our operations.

      Generally, compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies and to file various reports and keep records of our operations. Some permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to our proposed operations may be encountered.

U.S. Federal and State Environmental Law

      Our past and future activities in the United States may cause us to be subject to liability under various federal and state laws. Proposed mining activities on federal land trigger regulations promulgated by the U.S. Forest Service (USFS), the Bureau of Land Management (BLM), and potentially other federal agencies, depending on the nature and scope of the impacts. For operations on federal public lands administered by the BLM that disturb more than five acres, an operator must submit a Plan of Operations to BLM. On USFS-administered lands, the USFS requires the submission of a notice for all mining operations, regardless of size, and a Plan of Operations if the USFS determines that there will be any “significant” disturbance of the surface.

      The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), imposes strict, joint, and several liability on parties associated with releases or threats of releases of hazardous substances. Liable parties include, among others, the current owners and operators of facilities at which hazardous substances were disposed or released into the environment and past owners and operators of properties who owned such properties at the time of such disposal or release. This liability could include response costs for removing or remediating the release and damages to natural resources. We are unaware of any reason why our undeveloped properties would currently give rise to any potential CERCLA liability. We cannot predict the likelihood of future CERCLA liability with respect to our properties or surrounding areas that have been affected by historic mining operations.

      Under the Resource Conservation and Recovery Act (RCRA) and related state laws, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous or solid wastes associated with certain mining-related activities. RCRA costs may also include corrective action or clean up costs.

      Mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, such as crushers and storage facilities, and from mobile sources such as trucks and heavy construction equipment. All of these sources are subject to review, monitoring, permitting, and/or control requirements under the federal Clean Air Act and related state air quality laws. Air quality permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the permitting conditions.

      Under the federal Clean Water Act and delegated state water-quality programs, point-source discharges into “Waters of the State” are regulated by the National Pollution Discharge Elimination System (NPDES) program. Section 404 of the Clean Water Act regulates the discharge of dredge and fill material into “Waters of the United States,” including wetlands. Stormwater discharges also are regulated and permitted under that statute. All of those programs may impose permitting and other requirements on our operations.

      The National Environmental Policy Act (NEPA) requires an assessment of the environmental impacts of “major” federal actions. The “federal action” requirement can be satisfied if the project involves federal land or if the federal government provides financing or permitting approvals. NEPA does not establish any

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substantive standards. It merely requires the analysis of any potential impact. The scope of the assessment process depends on the size of the project. An “Environmental Assessment” (EA) may be adequate for smaller projects. An Environmental Impact Statement (EIS), which is much more detailed and broader in scope than an EA, is required for larger projects. NEPA compliance requirements for any of our proposed projects could result in additional costs or delays.

      The Endangered Species Act (ESA) is administered by the U.S. Department of Interior’s U.S. Fish and Wildlife Service. The purpose of the ESA is to conserve and recover listed endangered and threatened species and their habitat. Under the ESA, “endangered” means that a species is in danger of extinction throughout all or a significant portion of its range. “Threatened” means that a species is likely to become endangered within the foreseeable future. Under the ESA, it is unlawful to “take” a listed species, which can include harassing or harming members of such species or significantly modifying their habitat. We conduct wildlife and plant inventories as required as part of the environmental assessment process prior to initiating exploration projects. We currently are unaware of any endangered species issues at any of our projects that would have a material adverse effect on our operations. Future identification of endangered species or habitat in our project areas may delay or adversely affect our operations.

      We are committed to fulfilling our requirements under applicable environmental laws and regulations. These laws and regulations are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct our business in a manner that safeguards public health and mitigates the environmental effects of our business activities. To comply with these laws and regulations, we have made, and in the future may be required to make, capital and operating expenditures.

U.S. Federal and State Reclamation Requirements

      We are subject to land reclamation requirements under state and federal law, which generally are implemented through reclamation permits that apply to exploration activities. These requirements often mandate concurrent reclamation and require the posting of reclamation bonds or other financial assurance sufficient to guarantee the cost of reclamation. If reclamation obligations are not met, the designated agency could draw on these bonds and letters of credit to fund expenditures for reclamation requirements.

      Reclamation requirements generally include stabilizing, contouring and re-vegetating disturbed lands, controlling drainage from portals and waste rock dumps, removing roads and structures, neutralizing or removing process solutions, monitoring groundwater at the mining site, and maintaining visual aesthetics. We believe that we currently are in substantial compliance with and are committed to maintaining all of our financial assurance and reclamation obligations pursuant to our permits and applicable laws.

USE OF PROCEEDS

      We estimate that the net proceeds from the sale of units in this offering, prior to expenses, will amount to Cdn$16,100,000 ($13,800,000), or Cdn$18,515,000 ($15,869,000) if the underwriters exercise their over-allotment option in full, and after deducting the underwriting discounts and commissions. We estimate that our expenses from this offering will be approximately Cdn$1,400,000 ($1,200,000) resulting in net proceeds of approximately Cdn$14,700,000 ($12,600,000), or Cdn$17,115,000 ($14,669,000) if the underwriters exercise their over-allotment option in full, after expenses of the offering and deducting underwriting discounts and commissions.

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      The following table illustrates how we estimate we will use those net proceeds from our offering:

Description		Amount of Net Proceeds
Exploration, sampling and testing of the Borealis Property(1)			Cdn$1.7 million ($1.5 million)
Mine capital costs(2)			Cdn$6.6 million ($5.6 million)
Reclamation bond deposit(3)			Cdn$3.5 million ($3.0 million)
General corporate purposes, including working capital needs			Cdn$2.9 million ($2.5 million)
	Total		Cdn$14.7 million ($12.6  million)

(1)	Exploration, sampling and testing consists of an exploration program outside the Borealis site (previously disturbed area) to target new potential new deposits. This work includes geophysical and geochemical surveys, drilling, assays, metallurgical testing and related permitting.
(2)	Mine capital costs consist of construction of heap leach pads (Cdn$2.35 million or $2.0 million), construction of an ADR gold recovery plant (Cdn$2.25 million or $1.9 million), infrastructure construction including water supply and power distribution (Cdn$0.7 million or $0.6 million), engineering, procurement and construction management (Cdn$0.95 million or $0.8 million) and equipment mobilization (Cdn$0.35 million or $0.3 million)
(3)	Reclamation bond deposit represents an up front payment to secure a surety contract to satisfy future reclamation obligations as will be required by regulatory agencies.

     Net proceeds received from the exercise of the over-allotment option, if any, will be allocated to general corporate purposes.

      We had working capital of $4.7 million as at June 30, 2005, which we propose to apply to fund the completion of our definition drilling program and feasibility study (Cdn$1.53 million or $1.3 million), site permitting (Cdn$825,000 or $700,000), costs related to lease and claim maintenance fees (Cdn$355,000 or $300,000), and general corporate purposes (Cdn$2,820,000 or $2,400,000). The payments to Golden Phoenix in respect of the balance of the purchase price for the Borealis Property ($750,000) are reflected in the calculation of working capital.

      The Technical Report recommends that a number of activities be undertaken at the Borealis Property. The cost of these activities is estimated in the Technical Report at Cdn$4.1 million or $3.5 million. Such costs will be funded from the net proceeds of the offering (in respect of exploration, surveys sampling and testing — Cdn$1.7 million or $1.4 million) and from working capital. The Technical Report also contemplates mine development, if such development is technically warranted and commercially feasible. The capital cost of the mine and the associated reclamation bond deposit will be funded from the proceeds of this offering.

      We intend to spend the net proceeds available as stated above. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. We expect that such a reallocation would principally arise based on the results of our feasibility study and ongoing exploration. For example, our estimates relating to mine planning and exploration have had no third party confirmation as to costs, and may need to be adjusted.

      Pending the uses described above, we intend to invest the net proceeds in short- to medium-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

      We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any further determination to pay cash dividends will be at the discretion of our board of directors and will be dependent on the financial condition, operating results, capital requirements and other factors that our board deems relevant. We have never declared a dividend.

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CONSOLIDATED CAPITALIZATION

      The following table sets forth our consolidated capitalization as at the dates indicated after giving effect to this offering. The table should be read in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis” contained elsewhere in this prospectus.

      The as-adjusted capitalization at June 30, 2005 reflects our sale of 13,461,538 units in this offering at an offering price of Cdn$1.30 ($1.11) per unit (the midpoint of our estimated range) and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

		Actual			Actual			As Adjusted(1)(2)
		As at			As at			As at
		March 31, 2005			June 30, 2005			June 30, 2005
					(Unaudited)			(Unaudited)
Cash			$ 3,065,436			$ 5,859,298			$18,459,298
Stockholders’ Equity
Common Stock, $0.001 par value, 150,000,000 shares authorized(3)			$    21,692			$    27,722			$    41,184
			(21,691,962  shares	)		(27,722,370  shares	)		(41,183,908 shares	)
Preferred Stock, $.001 par value, 15,000,000 shares authorized, none issued and outstanding actual			—			—
Additional paid in capital			7,152,268			11,005,715			23,592,253
Accumulated deficit			(3,641,345	)		(4,459,263	)		(4,459,263	)
	Total stockholders’ equity		$ 3,532,615			$ 6,574,174			$19,174,174

(1)	Assumes no exercise by the underwriters of their option to purchase up to 15% of the number of units sold in the offering to cover over-allotments, if any.
(2)	We estimate offering expenses to be approximately Cdn$1,400,000 ($1,200,000).
(3)	Effective August 11, 2005, we amended our articles of incorporation to increase our authorized capital to consist of 165,000,000 shares, including 150,000,000 shares of common stock, $0.001 par value, and 15,000,000 shares of preferred stock, $0.001 par value.

DILUTION

      Our net tangible book value was $6,574,174 or $0.24 per share of common stock as of June 30, 2005. Net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by 27,722,370 shares of common stock outstanding as of June 30, 2005.

      “Dilution” per share to new investors in this offering represents the difference between the amount per share paid by new investors for a share of our common stock and the as adjusted, net tangible book value per common share immediately following our offering. Set forth below, we have provided information to new investors, assuming the successful sale of the maximum number of units. In these calculations, we have counted one share per unit but have not included any of the warrants included in the units or the exercise by the underwriters of their option to purchase up to 15% of the number of units sold in the offering to cover over-allotments, if any, or their compensation options. Accordingly, after giving effect to the sale of 13,461,538 units in our offering at an offering price of Cdn$1.30 ($1.11) per unit (the midpoint of our estimated range) and the use of the net proceeds derived from their sale, the as adjusted, net tangible book value of our common stock would have been $19,174,174 or $0.47 per share at June 30, 2005. Although these calculations show an immediate increase in the pro forma net tangible book value per common share of $0.23, they also disclose the immediate dilution per common share purchased by new investors of $0.64.

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      The following table illustrates the per share effect of this dilution on the common shares purchased by new investors in this offering of Cdn$17,500,000 ($15,000,000) at an assumed offering price of Cdn$1.30 ($1.11) per unit (the midpoint of our estimated range) based on a June 30, 2005 pro forma:

		Units(1)(2)(3)
Initial public offering price		$	1.11
	Net tangible book value per share at June 30, 2005	$	0.24
	Increase in net tangible book value per share attributable to new investors	$	0.23
As adjusted net tangible book value		$	0.47
Dilution per share to new investors		$	0.64
Dilution percentage per share to new investors			57.7%

(1)	Assumes the sale of 13,461,538 units in our offering at an offering price of Cdn$1.30 ($1.11) per unit (the midpoint of our estimated range).
(2)	Assumes no exercise by the underwriters of their option to purchase up to 15% of the number of units sold in the offering to cover over-allotments, if any, or their compensation options. Assumes no exercise of the warrants included in the units, which are exercisable at Cdn$                   per share.
(3)	Expressed in United States dollars. The offering price and proceeds of the offering have been converted from Cdn$ at the exchange rate of Cdn$1.00 = $0.8571, and rounded as applicable.

PRIOR SALES OF SECURITIES

      During the 12 month period prior to date of this prospectus, we sold securities in the following transactions:

On September 7, 2004, we reserved for issuance and later sold 500,000 shares of common stock to Thomas Sitar, our chief financial officer at $0.35 per share under the terms of his employment agreement.

On September 28, 2004, we sold 778,500 shares of common stock at $0.65 per share for gross proceeds of $506,025. On January 26, 2005, we issued to each of those purchasers one-half of one warrant for each common share purchased for no consideration in conjunction with a private placement of units consisting of one share and one-half of one warrant. Each whole warrant is exercisable to acquire one share of common stock at $0.90 per share until the earlier of September 28, 2006 and nine months following the date on which common stock is listed on a public stock exchange. The proceeds of this offer and sale were used for general corporate purposes.

On January 26, 2005, we sold 1,410,077 units at $0.65 per unit for gross proceeds of $916,550. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock $0.90 per share until the earlier of January 26, 2007 and nine months following the date on which common stock is listed on a public stock exchange. The proceeds of this offer and sale were used for general corporate purposes.

On March 28, 2005, we sold 4,627,385 units at $0.65 per unit for gross proceeds of $3,007,800. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock $0.90 per share until the earlier of March 28, 2007 and nine months following the date on which common stock is listed on a public stock exchange. The proceeds of this offer and sale were used for general corporate purposes.

On April 1, 2005, we sold 1,300,000 units at $0.65 per unit for gross proceeds of $845,000. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock $0.90 per share until the earlier of April 1, 2007 and nine months following the date on which common stock is listed on a public stock exchange. The proceeds of this offer and sale were used for general corporate purposes.

On April 25, 2005, we sold 4,221,154 units at $0.65 per unit for gross proceeds of $2,743,750. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant

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exercisable to acquire one share of common stock $0.90 per share until the earlier of April 25, 2007 and nine months following the date on which common stock is listed on a public stock exchange. The proceeds of this offer and sale were used for general corporate purposes.

On June 22, 2005, we sold 509,254 units at $0.65 per unit for gross proceeds of $331,015. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock $0.90 per share until the earlier of June 22, 2007 and nine months following the date on which common stock is listed on a public stock exchange. The proceeds of this offer and sale were used for general corporate purposes.

LEGAL PROCEEDINGS

      Except as provided below, neither we nor any of our property, including the Borealis Property, are currently subject to any material legal proceedings or other regulatory proceedings, and to our knowledge no such proceedings are contemplated.

      On September 16, 2005, our subsidiary, Borealis Mining Company, was named as a co-defendant in an ongoing civil action pending in the United States District Court for the District of Nevada, entitled United States v. Walker River Irrigation District (Court Doc. No. In Equity C-125, Subfile C-125-B). The action seeks to determine the existence and extent of water rights held by the federal government in the Walker River drainage area for use on federally reserved lands such as Indian reservations, National Forests, military reservations, and the like. The suit does not dispute nor seek to invalidate any existing water rights (including ours); rather, it seeks to determine the extent and priority of the federal government’s water rights. On May 27, 2003, the Court stayed all proceedings to allow the United States, the State of Nevada, the State of California, the Walker River Paiute Tribe, the Walker River Irrigation District, Mono County, California, Lyon County, Nevada, Mineral County, Nevada and the Walker Lake Working Group to attempt to mediate a settlement. Borealis Mining Company was named as one of several hundred co-defendants in this action because it owns water rights within a portion of the Walker River drainage area in Nevada, which were granted under a permit on September 16, 2005. We, like most private water right owners, do not intend to participate in the merits of the lawsuit. We do not believe that this civil action, which will determine the extent and priority of federally reserved water rights in the area, will have any effect on our planned business operations as we currently have permits to access water from two sites for our Borealis Property, one of which is not subject to this action and either of which, individually, would provide a sufficient water supply for our planned operations.

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DIRECTORS AND OFFICERS

Directors and Executive Officers

      Our directors hold office until the next annual meeting of the stockholders and the election and qualification of their successors. Officers are elected annually by the Board of Directors and serve at the direction of the Board of Directors.

      The following table and information that follows sets forth as of September 30, 2005, the names and positions of our directors and executive officers:

Name and Municipality of	Current Office with	Principal Occupation
Residence	Gryphon Gold	Last Five Years	Director Since
Allen S. Gordon	Director,	Chief Executive Officer,	April 30, 2003
Lakewood, Colorado	Chief Executive Officer and President	Gryphon Gold Corporation since August 2005; President, 2003 to present, and Chief Operating Officer, 2003 to August 2005, Gryphon Gold Corporation; Senior Vice President of Mining Operations, National Gold Corporation in 2002; Chief Operating Officer of NRX Global (USA) Corp., 2000 to 2002.
Albert J. Matter	Director and	Executive Chairman,	April 30, 2003
Vancouver, British Columbia	Executive Chairman and Chairman of the Board	since August 2005; Chairman of the Board and Vice President of Corporate Development, Gryphon Gold Corporation, 2003 to present. President National Gold Corporation, 1999 to 2002.
Donald E. Ranta	Director,	Vice President, Gryphon	June 14, 2003
Lakewood, Colorado	Vice President of Exploration	Gold Corporation 2003 to present. Consulting geologist 2001-2003. President, NRX Global (USA) Corp., 2000-2002.
Christopher E. Herald	Director	President and CEO,	December 30, 2003
Wheat Ridge, Colorado		Crown Resources Corporation, 1988 to present.
Richard W. Hughes	Director	President of Klondike	June 14, 2003
Vancouver, British Columbia		Gold Corp. 1985 to present.

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Name and Municipality of	Current Office with	Principal Occupation
Residence	Gryphon Gold	Last Five Years	Director Since
Rohan Hazelton	Director	Corporate Controller,	July 6, 2005
North Vancouver, British Columbia		2004 to present and Mgr. Treasury and Finance, 2002 to 2004, Goldcorp Inc. (and Predecessor Wheaton River Minerals Ltd.) Auditor, Deloitte & Touche LLP, 1999 to 2002.
Donald W. Gentry	Director	President, Chief Executive	July 18, 2005
Bella Vista, Arkansas		Officer, Chairman and Director of PolyMet Mining Corporation, 1998 to 2003.
Anthony (Tony) D. J. Ker	Director,	Executive Vice President,	May 7, 2004
Vancouver, British Columbia	Executive Vice President, Secretary and Treasurer	Gryphon Gold Corporation, 2003 to present, General Manager, Transcontinental Printing Inc., 1996 to 2004.
Thomas Sitar	Chief Financial	Chief Financial Officer,	—
Vancouver, British Columbia	Officer	Gryphon Gold Corporation, 2004 to present, Vice President Finance, Weldwood of Canada Limited, 1998 to 2003.

      The following is a description of the business background of the directors and executive officers of the Corporation.

      Allen S. Gordon, 55, Director, has served as our President and Chief Operating Officer since its inception in early 2003 and was appointed Chief Executive Officer on August 10, 2005. From 2000 to the present, Mr. Gordon has served as Executive Director and sole member of Evergreen Mineral Ventures LLC, a privately held management services company. During 2002 Mr. Gordon served as Senior Vice President of Mining Operations for National Gold Corporation, a public mining development company listed on the TSX Venture Exchange (Canada). From 2000 to 2002 Mr. Gordon served as Chief Operating Officer of NRX Global (USA) Corp., (London Stock Exchange AIM listed) a mining software developer. During 2000 Mr. Gordon also served as interim Chairman of the Board, President and Chief Executive Officer of Greenstone Resources Ltd., a Toronto Stock Exchange and NASDAQ listed gold mining company. From 1997 to 2000 Mr. Gordon served as Managing Director of Union Hill Partners, a private mining investment adviser. Prior to 1997 Mr. Gordon served as Senior Vice President Technical Services and Project Development for Kinross Gold Corporation. Kinross Gold Corporation is a public corporation listed on the Toronto Stock Exchange and the New York Stock Exchange. Mr. Gordon’s experience includes international business experience in North America, Mexico, Central America, Europe, Central Asia, and the Russian Far East. Mr. Gordon has a M.S. in Mining Engineering and a B.S. in Geology from University of Idaho.

      Albert J. Matter, 58, Director, has served as our Chairman of the Board, Vice President of Corporate Development, past Secretary and Treasurer since its inception in early 2003 and was appointed Executive Chairman on August 10, 2005. From 1999 to December of 2002 Mr. Matter served as President and Chief Executive Officer of National Gold Corporation. From spring of 1998 to fall of 1999 Mr. Matter was in retirement. Mr. Matter has over 30 years of experience of providing corporate finance, strategic planning, mergers and acquisition, and business development assistance to numerous corporations and high net worth

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individuals, especially in Western Canada. Successful corporate financing highlights include projects for Consumers Distributing Ltd., CN/ CP Telecom, Madison Ventures Ltd., Rea Gold Corporation, Echo Bay Mines Ltd., Russell Steel Ltd., Blackdome Mining Ltd., Southward Energy Ltd., Winspear Resources Ltd. and National Gold Corporation. Mr. Matter holds a B.A. in Economics from the University of British Columbia.

      Donald E. Ranta, 62, Director, has served as our Vice President of Exploration since June 14, 2003, has held the following positions for the past five years: Director, President and Managing Director, Union Hill Partners, 1997-2000; President, NRX Global (USA) Corp., 2000-2002; Consulting Geologist, 2001 to 2003. Mr. Ranta is an internationally recognized exploration executive experienced in planning, implementing, and directing successful exploration and acquisition programs throughout North America, South America, Africa and other international locations. Mr. Ranta has extensive experience in generative exploration, project exploration and appraisal, geologic-engineering-economic evaluation, strategic and business planning, and management. Mr. Ranta has over 30 years of business experience and has served in various positions for mining companies, including President, Managing Director, Vice President of Exploration, Manager of North American Exploration, Project Manager and Chief Geologist. Mr. Ranta has a Ph.D. in Geological Engineering/ Geology from Colorado School of Mines, a M.S. in Geological Engineering/ Geology from University of Nevada and a B.S. in Geological Engineering from University of Minnesota.

      Christopher E. Herald, 52, Director, has been President and Chief Executive Officer of Crown Resources Corporation since 1993. Prior to that Mr. Herald was Vice President of Exploration for Crown Resources Corporation. Crown Resources Corporation is a public company listed on the over the counter bulletin board. Mr. Herald also has served as Chief Executive Officer and a director of Solitario Resources Corporation since 1993. Solitario Resources Corporation is a public company listed on the Toronto Stock Exchange. He is also a Director of TNR Gold Corp. and Maestro Ventures Ltd., both of which are public companies. Mr. Herald has over 25 years in domestic and international mineral exploration with an emphasis in the gold sector. Mr. Herald’s experience ranges from in-the-field supervision of significant gold projects to corporate management of US-based public exploration companies. He holds a M.S. in Geology from Colorado School of Mines and a B.S. in Geology from the University of Notre Dame.

      Richard W. Hughes, 72, Director, has been the President of Klondike Gold Corp. for over 10 years. Mr. Hughes is currently a Director of Alamos Gold Inc., a Toronto Stock Exchange listed company. He is a founder of the Hemlo gold mines in Ontario and the Balmoral Mine in Quebec. Mr. Hughes controls Hastings Management Corp., and is the president of Sedex Mining Corp., Golden Chalice Resources, and Abitibi Mining Corp. He is also a Director of Golden Goliath Resources Limited, Kalahari Resources Inc. and Neodym Technology Inc., all of which are public companies. He was also involved in discovering and putting into production the Sleeping Giant Mine and the Beaufor Mine which are located in Northwestern Quebec.

      Rohan Hazelton, 31, Director, joined our board in July 2005 and was appointed Chairman of the Audit Committee. Mr. Hazelton is currently Corporate Controller for Goldcorp Inc. Prior to Goldcorp’s merger with Wheaton River Minerals Ltd; he was a key member of Wheaton’s management team since 2002 during Wheaton’s rapid growth and significant increase in shareholder value. Mr. Hazelton is a Chartered Accountant and previously worked for Deloitte & Touche LLP and Arthur Andersen LLP. Prior to that, Mr. Hazelton was a commercial loans officer for Dialog Bank Moscow, Russia. Mr. Hazelton holds a B.A. in Math and Economics from Harvard University.

      Donald W. Gentry, 62, Director, joined our board in July 2005 after retiring from PolyMet Mining Corporation as its President, Chief Executive Officer, Chairman and Director from 1998 to 2003. He is a retired Professor Emeritus of the Colorado School of Mines, having served that institution from 1972 to 1998 as Professor, Department Head and Dean of Engineering. He has an international reputation as a consulting mining engineer, professional educator and mining executive. His primary interests center on the financial aspects of project evaluation, investment decision analysis, project financing, and corporate investment strategies. He previously served as a Director of Santa Fe Pacific Gold Corporation, Newmont Mining Corporation, and Newmont Gold Company and currently is a Director of Golden Gryphon Explorations (a company which is unrelated to Gryphon Gold Corporation). He was elected President of the Society for

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Mining, Metallurgy and Exploration, Inc. in 1993 and the American Institute of Mining, Metallurgical and Petroleum Engineers in 1996, and to the National Academy of Engineering in 1996. He holds B.S., M.S. and PhD. degrees in mining engineering from the University of Illinois, Mackay School of Mines, and University of Arizona, respectively.

      Anthony Ker, 49, Director, has served as our Secretary and Treasurer since August 2003. From 1999 to February 2003, Mr. Ker served as Director, Treasurer, Secretary and Chief Financial Officer for National Gold Corporation, a TSX Venture Exchange listed company that merged into Alamos Gold, Inc. (TSX) during the spring of 2003. From 1996 and concurrent with the positions at National Gold Corporation, he was General Manager for Transcontinental Printing, Inc., British Columbia Division, a Toronto Stock Exchange listed company, and the second largest printer in Canada. Prior to the Transcontinental Printing, Inc. position, Mr. Ker managed a large coastal sawmill for International Forest Products Limited and Weldwood of Canada Limited in British Columbia. Mr. Ker holds a Bachelor of Science in Forestry from University of British Columbia.

      Thomas Sitar, 50, has served as our Chief Financial Officer of Gryphon Gold since November 2004. From 1998 to 2003 Mr. Sitar was Vice President, Finance of Weldwood of Canada Limited, a large Western Canadian forest products producer, which merged into West Fraser Timber Ltd., previously owned by International Paper Company. Mr. Sitar has 25 years of experience in the financial management of public companies, including his position as Treasurer of Weldwood when it was a Toronto Stock Exchange listed company. Mr. Sitar has a Bachelor of Commerce from the University of Windsor and is a member of Institute of Chartered Accountants of B.C.

Committees of the Board of Directors

      Our Board of Directors has established four board committees: an Audit Committee, a Compensation Committee and a Corporate Governance/ Nominating Committee and a Project Development, Environmental & Sustainability Committee.

      The information below sets out the current members of each of Gryphon Gold’s board committees and summarizes the functions of each of the committees in accordance with their mandates.

Audit Committee

      Our Audit Committee has been structured to comply with Canadian Multilateral Instrument 52-110-Audit Committees (MI 52-110) and Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Our Audit Committee is comprised of Chris Herald, Don Gentry and Rohan Hazelton, all of whom are independent directors under MI 52-110 and the audit committee rules of the American Stock Exchange. Rohan Hazelton is the Chairman of the Audit Committee. Both Rohan Hazelton and Chris Herald satisfy the criteria for an audit committee financial expert under Item 401(e) of Regulation S-B of the rules of the Securities and Exchange Commission.

      The Audit Committee meets with management and Gryphon Gold’s external auditors to review matters affecting financial reporting, the system of internal accounting and financial controls and procedures and the audit procedures and audit plans. The Audit Committee reviews Gryphon Gold’s significant financial risks, will be involved in the appointment of senior financial executives and will annually review Gryphon Gold’s insurance coverage and any off-balance sheet transactions.

      The Audit Committee is mandated to monitor Gryphon Gold’s audit and the preparation of financial statements and to review and recommend to the board of directors all financial disclosure contained in Gryphon Gold’s public documents. The Audit Committee is also mandated to appoint external auditors, monitor their qualifications and independence and determine the appropriate level of their remuneration. The external auditors report directly to the Audit Committee and to the board of directors. The Audit Committee and board of directors each have the authority to terminate the external auditor’s engagement (subject to confirmation by shareholders). The Audit Committee will also approve in advance any services to be provided by the external auditors which are not related to the audit.

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Compensation Committee

      The Compensation Committee is comprised of Richard Hughes, Chris Herald, and Rohan Hazelton, all of whom are independent directors. The Compensation Committee is responsible for considering and authorizing terms of employment and compensation of Directors, executive officers and providing advice on compensation structures in the various jurisdictions in which Gryphon Gold operates. In addition, the Compensation Committee reviews both the overall salary objectives of Gryphon Gold and significant modifications made to employee benefit plans, including those applicable to directors and executive officers, and proposes any awards of stock options, incentive and deferred compensation benefits.

Corporate Governance and Nominating Committee

      The Corporate Governance and Nominating Committee is comprised of Richard Hughes, Chris Herald, Don Gentry and Don Ranta. The Corporate Governance and Nominating Committee is responsible for developing Gryphon Gold’s approach to corporate governance issues and compliance with governance rules. The Corporate Governance and Nominating Committee is also mandated to plan for the succession of Gryphon Gold, including recommending director candidates, review of board procedures, size and organization, and monitoring of senior management with respect to governance issues. The committee is responsible for the development and implementation of corporate communications to ensure the integrity of Gryphon Gold’s internal control and management information systems. The purview of the Corporate Governance and Nominating Committee also includes the administration of the board’s relationship with the management of Gryphon Gold, monitoring the quality and effectiveness of Gryphon Gold’s corporate governance system and ensuring the effectiveness and integrity of Gryphon Gold’s communication and reporting to shareholders and the public generally.

Project Development, Environmental & Sustainability Committee

      The Project Development, Environmental & Sustainability Committee is comprised of Don Gentry, Don Ranta and Tony Ker. The committee is to review and provide technical and commercial guidance for major project development plans, ensure management has appropriate systems in place to plan, implement and track performance of project development. The Committee shall establish environmental policy, monitor compliance and audit our performance relative to policy. The Committee shall establish health and safety policies monitor compliance and audit our practices and actions. The Committee shall establish policy for involving communities of interest in the design and implementation of project development towards sustainable mining development.

Code of Conduct

      We adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. The Code of Business Conduct and Ethics summarizes the legal, ethical and regulatory standards that we must follow and serves as a reminder to our directors, officers and employees, of the seriousness of that commitment. Compliance with this code and high standards of business conduct is mandatory for each of our employees.

     —  Corporate Cease Trade Orders and Bankruptcies

      Except as disclosed in this prospectus, none of our directors or officers is, or has been within the ten years before the date of this prospectus, a director or officer of any other company that, while such person was acting in that capacity or within two years prior thereto, was the subject of a cease trade or similar order, or an order that denied the company access to any statutory exemptions under the Canadian securities legislation, for a period of more than 30 consecutive days, or was declared bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that business.

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      Allen Gordon served as interim President, Chief Executive Officer and as a director of Greenstone Resources Ltd. from February through June of 1999, ten months prior to the insolvency of Greenstone in March 2000.

      Donald E. Ranta served as a director of Greenstone Resources from February 1999 to December 1999, four months prior to the insolvency of Greenstone in March 2000.

      Christopher Herald was Chief Executive Officer at Crown Resources Corporation when it filed to reorganize under Chapter 11 of the federal bankruptcy laws in May 2002. Crown subsequently emerged from the reorganization.

     —  Penalties and Sanctions

      None of our directors or officers has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

      None of our directors or officers has been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any business, securities, or banking activity during the past five years. None of our directors or officers has been found in violation of any federal or state securities or commodity laws by any court of competent jurisdiction, the Commodity Futures Trading commission or the SEC during the past five years.

     —  Personal Bankruptcies

      None of our directors or officers have, within the ten years before the date of this prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromises with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or officer.

     —  Conflicts of Interest

      To our knowledge, and other than as disclosed in this prospectus, there are no known existing or potential conflicts of interest among us, our promoters, directors and officers, or other members of management, or of any proposed director, officer or other member of management as a result of their outside business interests except that certain of the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

     —  Criminal Proceedings

      None of our directors or officers has been convicted in any criminal proceeding during the past five years or is currently subject to a pending criminal proceeding (excluding traffic violations and minor offenses).

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EXECUTIVE COMPENSATION

Summary Compensation Table

      The following table sets forth compensation paid to each of the individuals who served as our Chief Executive Officer and our other most highly compensated executive officers (the “named executives officers”) for the fiscal years ended March 31, 2005 and 2004.

	Annual Compensation											Long Term Compensation
												Awards				Payouts
														Restricted		Long Term
												Common		Shares or		Incentive
									Other Annual			Shares Under		Restricted		Plan		All Other
			Salary			Bonus(2)			Compensation			Options/SARs		Share Units		Payouts		Compensation
Name and Principal Position	Fiscal Year		($)			($)			($)			Granted(#)		($)		($)		($)
Allen Gordon		2005		120,000	(1)		42,550			—			—		—		—		—
President and		2004		105,000			130,000	(5)		12,500	(6)		—		—		—		—
Chief Executive Officer
Albert Matter		2005		120,000	(1)		42,550			—			—		—		—		—
Executive Chairman		2004		105,000			130,000	(5)		12,500	(6)		—		—		—		—
Anthony Ker(3)		2005		120,000	(1)		42,550			—			—		—		—		—
Executive Vice President		2004		11,375			12,000			12,500	(6)		—		—		—		—
Thomas Sitar(4)		2005		66,750	(1)		24,800			150,000	(6)		—		—		—		—
Chief Financial Officer
Donald E. Ranta		2005		66,350			42,550			—			—		—		—		—
Vice President		2004		19,556			—			13,500	(6)		—		—		—		—
of Exploration

(1)	Includes salary paid to the applicable officer in his capacity as an employee from January 1, 2005 to March 31, 2005 in the amount of $30,000. Prior thereto, each of those named executive officers was retained through a consulting arrangement either individually or through an entity controlled by the individual, and the balance of all amounts recorded as salary and bonus paid to them represents consulting fees.
(2)	Performance bonuses paid or payable to officer or an entity controlled by the officer since April 24, 2003 (inception).
(3)	Mr. Ker was appointed Executive Vice President on February 1, 2004.
(4)	Mr. Sitar was appointed Chief Financial Officer on November 1, 2004.
(5)	Includes signing bonus in the amount of $60,000.
(6)	Compensation deemed to be received by officers as a result of securities issued below market value.

Stock Option/ Stock Appreciation Rights (“SARs”) Grants

      We adopted a Stock Plan during the year ended March 31, 2005. The plan permits the company to issue up to 3,000,000 shares of common stock to officers, directors, employees and consultants, in the form of options. The plan was approved by our shareholders at the annual meeting of shareholders held on May 13, 2005.

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      The following table sets forth the stock options granted to our named executive officers and directors during the year ended March 31, 2005. No stock appreciation rights were awarded.

	Number of		Percent of Total				Market Value
	Securities		Options/SARs				of Underlying
	Underlying		Granted to		Exercise or		Securities on
	Options/SARs		Employees in		Base Price		the Date of
Name	Granted (#)		Fiscal Year(1)		($/Share)		Grant(2)		Expiration Date
Allen Gordon		350,000		18.4%	$	0.75	$	—		March 29, 2010
President, Chief Executive Officer
Albert Matter		350,000		18.4%	$	0.75	$	—		March 29, 2010
Executive Chairman
Anthony Ker		325,000		17.1%	$	0.75	$	—		March 29, 2010
Executive Vice President
Thomas Sitar		250,000		13.2%	$	0.75	$	—		March 29, 2010
Chief Financial Officer
Donald E. Ranta		325,000		17.1%	$	0.75	$	—		March 29, 2010
Director, Vice President of Exploration

(1)	We issued options to acquire a total of 1,900,000 shares of common stock to our officers, directors and employees during the fiscal year ended March 31, 2005. Subsequent to March 31, 2005, we granted options exercisable to acquire a total of 300,000 shares of common stock at $0.75 per share to two directors upon their appointment.
(2)	Our common shares were not traded on any public market on the date of grant. We issued units consisting of one share of common stock and one-half of one share purchase warrant in 2005 at a price of $0.65 per unit. Accordingly, $0.65 may be considered to be a measure of market value of a share of common stock on the date of grant.

Aggregated Option/ SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/ SAR Values

      We had no option/ SAR exercises during our fiscal year ended March 31, 2005.

Long Term Incentive Plan Awards

      No long-term incentive awards have been made by us to date.

Defined Benefit or Actuarial Plan Disclosure

      We do not provide retirement benefits for the directors or officers.

Compensation of Directors

      Beginning in July 2005, independent board members who are not employed by us in any capacity other than as a director will be compensated for their services as follows:

•  For any Board or Committee meeting not requiring travel, such as a telephone conference call — a meeting fee of $250.

•  For any fully constituted meeting of the Board or a Committee requiring travel of over four hours in aggregate — a meeting fee of $1,000.

•  Any expenses, travel, administrative, telephone or other costs associated with a Board member’s fulfilling his or her duties as a Board member will be reimbursed by Gryphon Gold.

      Previously, we had no standard arrangement pursuant to which directors were compensated for their services in their capacity as such. During our most recently completed financial year, directors did not receive any compensation from us in their capacity as directors of Gryphon Gold.

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Employment Contracts and Termination of Employment and Change-In-Control Arrangements

      Gryphon Gold is a party to employment contracts providing for an annual salary of $120,000 for each of Messrs. Matter, Gordon, Ker and Sitar. Pursuant to those agreements they are entitled to compensation for termination of their employment in certain circumstances, including termination without cause and change of control. Mr. Ranta is a party to an employment agreement under which he is paid on a per diem basis an annualized salary of $120,000, and pursuant to which he is entitled to compensation for termination of his employment in certain circumstances, including termination without cause and change of control. The employment agreements provide for the payment of compensation that will be triggered by a termination of the executive officer’s employment by either Gryphon Gold or the executive officer following a change of control of Gryphon Gold, or by Gryphon Gold at any time, other than for “cause.” In such event, each officer will be entitled to receive an amount equal to one year’s annual salary plus bonus (equal to the amount of bonus in the prior year) earned in the year of change of control, and existing benefits for a period of 12 months. The agreements with Messrs. Matter, Gordon, Ker and Sitar include limited non-competition and non-solicitation covenants for a period of 12 months following termination.

      Except as described above, and the payment of directors’ fees, there are no service contracts of any director or officer of Gryphon Gold and there is no arrangement or agreement made or proposed to be made between Gryphon Gold and any of its named executive officers pursuant to which a payment or other benefit is to be made or given by way of compensation in the event of that officer’s resignation, retirement or other termination of employment, or in the event of a change of control of Gryphon Gold or a change in the named executive officer’s responsibilities following such change in control.

Report on Repricing of Options/ SARs

      None.

Stock Options

Outstanding Options

      As of September 30, 2005 we had granted 2,400,000 stock options pursuant to the terms of our stock option plan as described below, each with an exercise price of $0.75. 2,000,000 of the stock options will expire March 29, 2010, 300,000 will expire August 2, 2010 and 100,000 will expire on September 16, 2010:

		Number of Common
Class of Optionee (Number of Optionees in Class)		Shares Under Option		Exercise Price
Executive officers as a group(5)			1,600,000	$	0.75
Directors who are not also executive officers as a group(4)			600,000	$	0.75
Non-executive officer(1)			100,000	$	—	(1)
Consultants(1)			100,000	$	0.75
	TOTAL — All options		2,400,000

(1)  We granted 100,000 options to a non-executive officer with an exercise price equal to the initial public offering price of our units.

     We may issue up to 3,000,000 shares of common stock under the terms of our stock option plan; accordingly, we may issue options to purchase up to an additional 600,000 shares of common stock under our stock option plan.

      On March 29, 2005, our board of directors adopted a stock option plan (which we sometimes refer to as the Incentive Plan). The Plan was approved by our shareholders on May 13, 2005. We have no equity compensation plans that have not been approved by our shareholders.

Stock Option Plan

      Our Stock Option Plan provides that the total number of shares of common stock which may be issued pursuant to the Plan shall not exceed 3,000,000 shares of common stock.

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      It is intended that the Plan be administered by the Compensation Committee, which will have full and final authority with respect to the granting of options thereunder. Options may be granted under the Plan to such directors, officers, employees or consultants of Gryphon Gold and its subsidiaries as the Compensation Committee may from time to time designate (referred to as a “participant”). Each option will generally entitle a participant to purchase one share of common stock during the term of the option upon payment of the exercise price. The exercise price of any options granted under the Plan shall be determined by the Compensation Committee and may not be less than the market price of our common stock on the date of grant of the options (calculated in accordance with the rules of the Toronto Stock Exchange as the volume weighted average trading price for the five trading days preceding the date of grant). Gryphon Gold may provide financial assistance to eligible persons to purchase shares of common stock under the Plan, subject to applicable law and the rules and policies of any securities regulatory authority or stock exchange with jurisdiction over the Corporation or a trade in its securities. Any financial assistance so provided will be repayable with full recourse and the term of any such financing shall not exceed the term of the option to which the financing applies.

      The term of any options granted shall be determined by the Compensation Committee at the time of the grant but the term of any options granted under the Plan shall not exceed ten years. If desired by the Compensation Committee, options granted under the Plan may be subject to vesting provisions. Options granted under the Plan are not transferable or assignable other than by will or otherwise by operation of law. In the event of death or disability of an option holder, options granted under the Plan expire one year from the death or disability of the option holder.

      Certain restrictions contained in the Plan include:

•  the number of shares of common stock which may be issued pursuant to the Plan (or any other employee-related plan or options for service) to any one person may not exceed 5% of all the common shares issued and outstanding on a non-diluted basis from time to time; and

•  the number of shares of common stock which may be issued pursuant to the Plan (or any other employee-related plan or options for services) to insiders (as defined in the rules of the Toronto Stock Exchange to include generally directors, senior officers of Gryphon Gold or its subsidiaries or shareholders who own more than 10% of our common stock) during any twelve month period may not exceed 10% of the common stock issued and outstanding on a non-diluted basis from time to time (unless approval of disinterested shareholders has been obtained in accordance with the rules of the Toronto Stock Exchange).

•  the number of shares of common stock which may be reserved for issuance in respect of options granted to insiders pursuant to the Plan (or any other employee-related plan or options for service) may not exceed 10% of the common stock issued and outstanding on a non-diluted basis from time to time unless approval of disinterested shareholders has been obtained in accordance with the rules of the Toronto Stock Exchange).

      Gryphon Gold’s board of directors may at any time terminate or amend the Plan in any respect, provided however, that the board may not, without the approval of the shareholders, amend the Plan or any option granted thereunder in any manner that requires shareholder approval under applicable law or the rules and policies of any stock exchange or quotation system upon which the common shares are listed or quoted.

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PRINCIPAL STOCKHOLDERS

      The following tables set forth information as of September 30, 2005 regarding the ownership of our common stock by:

•  each person who is known by us to own more than 5% of our shares of common stock; and

•  each named executive officer, each director and all of our directors and executive officers as a group.

      The number of shares beneficially owned and the percentage of shares beneficially owned are based on 27,722,370 shares of common stock outstanding as of September 30, 2005 and                      shares of common stock outstanding upon consummation of this offering at an offering price of $                      per unit and excluding share of common stock issuable upon exercise of warrants underlying the units.

      For the purposes of the information provided below, shares subject to options and warrants that are exercisable within 60 days following September 30, 2005 are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to these tables, and as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.

Principal Stockholders

							Immediately After
							the Consummation of
	As of September 30, 2005						this Offering*
Name and Address of Beneficial Owner(1)	Shares			Percent			Shares			Percent
Allen Gordon		2,600,000	(3)		9.26%	(3)		2,600,000	(3)		6.26%	(3)
390 Union Blvd., Suite 360 Lakewood, CO 80228
Albert Matter		2,600,000	(3)		9.26%	(3)		2,600,000	(3)		6.26%	(3)
Suite 810, 1130 West Pender Street Vancouver, BC V6E 4A4
Anthony Ker		1,475,000	(4)		5.23%	(4)		1,475,000	(4)		3.54%	(4)
Director, Executive Vice President Suite 810, 1130 West Pender Street Vancouver, BC V6E 4A4
Standard Bank plc		5,769,231	(5)		19.46%	(5)		5,769,231	(5)		13.38%	(5)
25 Dowate Hill, Cannon Bridge House London, United Kingdom EC4R 2SB
Bolder Opportunities I Limited Partnership		2,250,000	(6)		8.04%	(6)		2,250,000	(6)		5.43%	(6)
800 – 1450 Creekside Dr. Vancouver, BC, Canada V6J 5B3
Other Directors and Officers — as a group (2)		4,127,500	(7)		14.22%	(7)		4,127,500	(7)		9.72%	(7)

(1)	Beneficial ownership is determined in accordance with the rules of the United States Securities and Exchange Commission and includes voting and investment power with respect to shares. Unless otherwise indicated, the persons named in this table have sole voting and sole investment control with respect to all shares beneficially owned. Figures shown are on a non-diluted basis.
(2)	Figure shown represents the sum of shares owned or controlled individually by directors and officers (other than Mr. Matter and Mr. Gordon) and includes ownership by spouses (335,000 shares) where it may be considered that direction and control over these shares rests with the director or officer.
(3)	Includes 350,000 shares acquirable upon exercise of vested stock options.
(4)	Includes vested options exercisable to acquire 325,000 shares of common stock and 50,000 shares upon exercise of warrants.
(5)	Includes 1,923,077 shares acquirable upon exercise of warrants.
(6)	Includes 250,000 shares acquirable upon exercise of warrants.
(7)	Includes 1,175,000 shares acquirable upon exercise of vested stock options and 122,500 shares acquirable upon exercise of warrants.

*  Assumes an issuance of 13,461,538 units at Cdn$1.30 ($1.11) per unit (the midpoint of our estimated range). Assumes no exercise of the over-allotment option exercisable by the underwriters to purchase 15% of the number of units sold to cover over-allotments or exercise of the underwriters compensation options.

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     Bolder Investment Partners, Ltd., one of the Canadian underwriters, is the controlling shareholder of the general partner of Bolder Opportunities I Limited Partnership. The compensation of the general partner is based in part on the net asset value of Bolder Opportunities I Limited Partnership. Our decision to issue and sell the units, including the determination of the terms of the offering, has been made through negotiations between us and the Canadian underwriters. Neither Bolder Opportunities I Limited Partnership nor its general partner has had any involvement in such decision or determination. None of Bolder Investment Partners, Ltd., Bolder Opportunities I Limited Partnership, the general partner of Bolder Opportunities I Limited Partnership, or any related issuer of Bolder Investment Partners, Ltd. will receive any proceeds of the offering, other than the receipt by Bolder Investment Partners, Ltd. of its proportionate share of the underwriting commission and discount.

Management

							Immediately After
							the Consummation of
	As of September 30, 2005						this Offering*
Name and Address of Beneficial Owner(1)	Shares			Percent			Shares			Percent
Allen Gordon		2,600,000	(2)		9.26%	(2)		2,600,000	(2)		6.26%	(2)
Director, President and Chief Executive Officer 390 Union Blvd., Suite 360 Lakewood, CO 80228
Albert Matter		2,600,000	(2)		9.26%	(2)		2,600,000	(2)		6.26%	(2)
Executive Chairman Suite 810, 1130 West Pender Street Vancouver, BC V6E 4A4
Anthony Ker		1,475,000	(3)		5.23%	(3)		1,475,000	(3)		3.54%	(3)
Director, Executive Vice President Suite 810, 1130 West Pender Street Vancouver, BC V6E 4A4
Thomas Sitar		937,500	(4)		3.33%	(4)		937,500	(4)		2.25%	(4)
Chief Financial Officer Suite 810, 1130 West Pender Street Vancouver, BC V6E 4A4
Donald E. Ranta		960,000	(5)		3.40%	(5)		960,000	(5)		2.30%	(5)
Director, Vice President of Exploration 390 Union Blvd., Suite 360 Lakewood, CO 80228
All directors and executive officers as a group (9 persons)		10,702,500	(6)		35.56%	(6)		10,702,500	(6)		24.57%	(6)

(1)	Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares. Unless otherwise indicated, the persons named in this table have sole voting and sole investment control with respect to all shares beneficially owned.
(2)	Includes vested options exercisable to acquire 350,000 shares of common stock.
(3)	Includes vested options exercisable to acquire 325,000 shares of common stock and 50,000 shares upon the exercise of warrants.
(4)	Includes vested options exercisable to acquire 250,000 shares of common stock and 62,500 shares upon the exercise of warrants.
(5)	Includes vested options exercisable to acquire 325,000 shares of common stock and 50,000 shares upon the exercise of warrants.
(6)	Includes vested options exercisable to acquire 2,200,000 shares of common stock and 172,500 shares upon the exercise of warrants.

*  Assumes an issuance of 13,461,538 units at Cdn$1.30 ($1.11) per unit (the midpoint of our estimated range). Assumes no exercise of the over-allotment option exercisable by the underwriters to purchase 15% of the number of units sold to cover over-allotments or exercise of the underwriters compensation options.

     We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in our control.

      We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.

      As of September 30, 2005, we had 150 shareholders of record of our common stock.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Except for the transactions described below, none of our directors, senior officers or principal shareholders, nor any associate or affiliate of the foregoing have any interest, direct or indirect, in any transaction, from April 23, 2003 (date of inception) to the date of this prospectus, or in any proposed transactions, in which such person had or is to have a direct or indirect material interest.

      During the fiscal year ended March 31, 2005 and the period from April 24, 2003 (inception) to March 31, 2004, our directors and officers received loans bearing interest at a rate of 1¹/2% to 2% from us for the purpose of purchasing shares of the company. Most loans were repaid during the fiscal year ended March 31, 2005 and all loans were fully repaid by June 30, 2005. Details of the loans are listed below:

					Financial Assisted
	Largest Amount		Amount		Securities
	Outstanding during		Outstanding		Purchased during
	the Year Ended		as at		Year Ended
Name and Principal Position	March 31, 2005		June 30, 2005		March 31, 2005
	$		$		(Common stock)
Albert J. Matter(1)		87,500		0		875,000
Executive Chairman and Director
Allen Gordon(2)		87,500		0		875,000
President, Chief Executive Officer and Director
Christopher Herald(3)		50,000		0		333,333
Director
Anthony Ker(4)		96,250		0		516,666
Executive Vice-President and Director
Donald E. Ranta(5)		30,375		0		202,800
Vice-President of Exploration and Director
Richard Hughes(6)		37,500		0		250,000
Director
Thomas Sitar(7)		96,625		0		300,000
Chief Financial Officer

(1)	We loaned a total of $162,500 to Mr. Matter, evidenced by three secured promissory notes dated May 15, 2003 in the amount of $50,000, with an interest rate of 1.5% per annum, due May 15, 2005 (paid December 31, 2004); June 15, 2003 in the amount of $75,000, with an interest rate of 1.5% per annum, due June 15, 2005 (paid December 31, 2003); and February 1, 2004 in the amount of $37,500 with an interest rate of 1.5% per annum, due January 1, 2005 (paid December 31, 2004).
(2)	We loaned a total of $162,500 to Mr. Gordon, evidenced by three secured promissory notes dated May 15, 2003 in the amount of $50,000, with an interest rate of 1.5% per annum, due May 15, 2005 (paid December 31, 2003); June 15, 2003 in the amount of $75,000, with an interest rate of 1.5% per annum, due June 15, 2005 (paid March 28, 2005); and February 1, 2004 in the amount of $37,500, with an interest rate of 1.5% per annum, due May 30, 2005 (paid June 7, 2005).
(3)	We loaned a total of $50,000 to Mr. Herald, evidenced by a secured promissory note dated December 31, 2003 in the amount of $50,000, with an interest rate of 1.5% per annum, December 31, 2004 (paid December 16, 2004).
(4)	We loaned a total of $96,250 to Mr. Ker, evidenced by three secured promissory notes dated June 15, 2003 in the amount of $18,750, with an interest rate of 1.5% per annum, due May 15, 2004 (paid May 4, 2004); February 1, 2004 in the amount of $37,500, with an interest rate of 1.5% per annum, due January 10, 2005 (paid September 29, 2004); and December 17, 2003 in the amount of $40,000 with an interest rate of 1.5% per annum, due May 15, 2004 (paid May 29, 2004) and permitted monthly instalment payments for an amount of $8,438 (paid May 4, 2004).
(5)	We loaned a total of $30,375 to Mr. Ranta, on June 15, 2003 ($20,250) and September 16, 2003 ($10,125) (paid April 10, 2004).
(6)	We loaned a total of $93,750 to Mr. Hughes, on June 15, 2003 ($37,500) and repaid on May 4, 2004 and permitted monthly instalment payments for an amount of $56,250, (paid February 1, 2004).
(7)	We loaned a total of $96,625 to Mr. Sitar, evidenced by a secured promissory note dated November 1, 2004 in the amount of $96,625, with an interest rate of 2% per annum, due October 31, 2006 (paid May 29, 2005).

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Purchases of Securities

      During the past two years beginning October 1, 2003 through September 30, 2005, officers, directors and 10% shareholders of Gryphon Gold purchased securities of Gryphon Gold on the following terms:

		Price of
Officer, Director, 10% Shareholder	Type of Security	Security	Date of Purchase
Allen S. Gordon	250,000 shares of common stock	$0.15 per share	March 8, 2004
Albert J. Matter	250,000 shares of common stock	$0.15 per share	March 8, 2004
Christopher K. Herald	500,000 shares of common stock	$0.15 per share	March 8, 2004
Donald E. Ranta	270,000 shares of common stock 95,000 shares of common stock 60,000 units.(1)	$0.15 per share $0.15 per share $0.65 per unit	September 16, 2003 December 6, 2003 January 26, 2005
Rohan Hazelton	20,000 units.(1)	$0.65 per unit	April 25, 2005
Thomas Sitar	500,000 shares of common stock	$0.35 per share	November 1, 2004
Anthony (Tony) D. J. Ker	287,500 shares of common stock 37,500 shares of common stock 250,000 shares of common stock	$0.20 per share $0.225 per share $0.15 per share	December 17, 2003 December 17, 2003 March 8, 2004
Standard Bank plc	3,846,154 units.(1)	$0.65 per unit	April 26, 2005
Bolder Opportunities I Limited Partnership	1,000,000 shares of common stock 500,000 shares of common stock 500,000 units.(1)	$0.20 per share $0.20 per share $0.65 per unit	August 15, 2003 December 3, 2003 April 1, 2005

(1)  Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock at $0.90.

     Bolder Opportunities I Limited Partnership beneficially owns 2,250,000 shares of our common stock, including 2,000,000 shares of common stock and warrants exercisable to acquire an additional 250,000 shares of common stock at $0.65 per share. Bolder Investment Partners, Ltd., one of the Canadian underwriters, is the controlling shareholder of the general partner of Bolder Opportunities I Limited Partnership. The compensation of the general partner is based in part on the net asset value of Bolder Opportunities I Limited Partnership. Our decision to issue and sell the units, including the determination of the terms of the offering, has been made through negotiations between us and the Canadian underwriters. Neither Bolder Opportunities I Limited Partnership nor its general partner has had any involvement in such decision or determination. None of Bolder Investment Partners, Ltd, Bolder Opportunities I Limited Partnership, the general partner of Opportunities I Limited Partnership, or any related issuer of Bolder Investment Partners, Ltd. will receive any proceeds of the offering, other than the receipt by Bolder Investment Partners, Ltd. of its proportionate share of the underwriting commission and discount.

      Other than compensatory arrangements described under “Executive Compensation”, and the transactions described above, we have had no other transactions, directly or indirectly, during the past two years with our directors, senior officers or principal shareholders, or any of their associates or affiliates in which they had or have a direct or indirect material interest.

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DESCRIPTION OF SECURITIES

      Our authorized capital stock of Gryphon Gold consists of one hundred fifty million (150,000,000) shares of common stock, par value $0.001 per share and fifteen million (15,000,000) shares of Preferred Stock, par value $0.001 per share. No other class or series of capital stock is currently authorized under the Corporation’s articles of incorporation.

Common Stock

      We had 27,722,370 shares of common stock outstanding as of September 30, 2005.

      Holders of common stock are entitled to one vote per share on all matters subject to stockholder vote. The common stock has no preemptive or other subscription rights. All of the presently outstanding shares of common stock are fully paid and non assessable. If the corporation is liquidated or dissolved, holders of shares of common stock will be entitled to share ratably in assets remaining after satisfaction of liabilities and subject to the rights, if any, of the holders of our preferred stock.

      The holders of the common stock are entitled to receive dividends when and as declared by the Board of Directors, out of funds legally available therefore. The corporation has not paid cash dividends with respect to its common stock in the past. No share of common stock of the corporation which is fully paid is liable to calls or assessment by the corporation.

Preferred Stock

      Our articles of incorporation authorize our board of directors to issue, by resolution and without any action by our stockholders, one or more series of preferred stock and to establish the designations, dividend rights, dividend rate, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms and all other preferences and rights of any series of preferred stock, including rights that could adversely affect the voting power of the holders of our common stock.

      One of the effects of undesignated preferred stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of directors’ authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.

Our Units

      Each of our units consists of one share of common stock and one-half of one Class A Warrant. Each whole Class A Warrant is exercisable to purchase one share of our common stock. At the closing of our offering of units we will deliver certificates to the investors representing shares of common stock and Class A Warrants.

Our Class A Warrants

      Each unit of our offering includes one-half of one Class A Warrant. The Class A Warrants will be governed by the terms of a warrant indenture we will enter into with Computershare Trust Company of Canada (Toronto) as the warrant trustee, on or prior to the date of the issuance of the Units. Each whole Class A Warrant we will issue in this offering as part of our units may be exercised at any time until 5:00 p.m. (Toronto time) on                      (one year from the Closing Date). Each whole warrant entitles the holder to purchase one share of common stock at an exercise price of $                      per share. This exercise price will be adjusted upon the occurrence of certain events, described below. A warrantholder will not be deemed a shareholder of our underlying common stock until the warrant is exercised.

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      Warrantholders may exercise their warrants only if the common shares underlying their warrants are covered by an effective registration statement or an exemption from registration is available under the Securities Act; provided that the common shares issuable upon their exercise are qualified for sale under the securities laws of the state in which the warrantholder resides. We intend to use commercially reasonable efforts to have a registration statement effective when the warrants are exercised.

      If an effective registration statement is not available at the time of exercise, a holder may exercise the Class A Warrants as follows:

• A holder that is not a U.S. person (as defined in Regulation S of the Securities Act) may exercise the Class A Warrant if the holder is not in the United States; is not exercising the Class A Warrants for, or on behalf or benefit of, a U.S. Person or person in the United States; does not execute or deliver the warrant exercise form in the United States; agrees not to engage in hedging transactions with regard to the common stock prior to the expiration of a one-year distribution compliance period; acknowledges that the shares of common stock issuable upon exercise of the Class A Warrants are “restricted securities” as defined in Rule 144 of the Securities Act and acknowledges that Gryphon Gold shall refuse to register any transfer of the common stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration under the Securities Act.

•  Other holders may exercise the Class A Warrants in transactions that do not require registration under the Securities Act or any applicable U.S. state laws and regulations upon furnishing Gryphon Gold an opinion of counsel of recognized standing in form and substance satisfactory to Gryphon Gold.

•  A holder may elect to exercise on a cashless exercise basis only if there is no effective registration statement. A holder electing to exercise on a cashless exercise basis will receive that number of shares of common stock with a fair market value equal to the difference between the fair market value of the shares acquirable upon exercise of the warrants and the exercise price the holder would otherwise pay to exercise the warrants. The number of shares issued to a holder exercising on a cashless basis is calculated as the product of (x) the number of Class A Warrants being exercised multiplied by (y) a fraction, the numerator of which is (i) the current market price per share of common stock less (ii) the exercise price and the denominator of which is the current market price per share of common stock.

      Under no circumstances will we be required to pay any holder the net cash exercise value of any Class A Warrant regardless of whether an effective registration statement or an exemption from registration is available or not.

      Investors should be aware, however, that we cannot provide absolute assurances that state exemptions will be available to us or that we will have an effective registration statement in place at the time warrantholders intend to exercise their warrants.

      To exercise a warrant, a warrantholder must deliver to our transfer agent the warrant certificate on or before the warrant expiration date with the form on the reverse side of the warrant certificate fully executed and completed as instructed on the certificate, accompanied by payment of the full exercise price for the number of warrants being exercised. We will not issue any fractional shares of common stock upon exercise of the warrants.

      The warrant indenture provides for adjustment in the number of shares of common stock issuable upon the exercise of the Class A Warrants and/or the exercise price per share in the event of: (i) the subdivision or consolidation of our shares of common stock or issuance of a stock dividend on our shares or other distribution of shares or securities convertible into shares (other than a “dividend paid in the ordinary course”, as defined in the warrant indenture); (ii) the issuance of rights, options or warrants to purchase shares or securities convertible into shares to holders of shares of common stock at less than 95% of the “current market price” (as defined in the warrant indenture) of the shares of common stock; and (iii) the distribution to all or substantially all the holders of shares of common stock or any other class or of rights, options or warrants

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(other than those referred to in (ii), above) to acquire shares of common stock or securities convertible into shares of common stock or property or other assets of the corporation or of evidences of indebtedness or of assets. The warrant indenture also provides for adjustment in the class and/or number of securities issuable upon the exercise of the Class A Warrants and/or exercise price per security in the event of: (i) any reclassification of our common stock; (ii) an amalgamation, merger, consolidation or other business combination of the corporation with another entity; or (iii) the transfer of all or substantially all of our assets.

      No adjustment in the exercise price or the number of shares of common stock purchasable upon the exercise of the Class A Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price by at least 1%. Holders of Class A Warrants do not have any voting or pre-emptive rights or any other rights which a holder of common stock has, and a warrant holder will not be deemed a shareholder of our underlying common stock until the warrant is exercised. The rights of the holders of Class A Warrants are subject to modification by “extraordinary resolution”, which is defined in the warrant indenture as a resolution either passed at a meeting of the holders of Class A Warrants by holders of not less than 66% of the Class A Warrants represented at the meeting or adopted by instruments in writing signed by the holders of not less than 66% of all Class A Warrants then outstanding.

Other Warrants

      As at September 30, 2005, we had 6,423,185 share purchase warrants issued and outstanding. Each whole warrant entitles the holder to purchase one share of common stock at an exercise price of $0.90 per share. The warrants were exercisable for a period of two years from the date of issuance and expire as follows:

      1,094,289 warrants were issued on January 26, 2005;

      2,313,692 warrants were issued on March 31, 2005;

      650,000 warrants were issued on April 1, 2005;

      2,110,577 warrants were issued on April 25, 2005; and

      254,627 warrants were issued on June 22, 2005.

      These warrants are administered by Computershare Trust Company, Inc., Golden, Colorado, under the terms of a warrant agreement dated August 10, 2005.

      In addition, we issued a total of 271,008 broker compensation warrants exercisable at a price of $0.65 per share, of which 141,008 expire on January 26, 2008 and 130,000 expire on April 1, 2007.

      The exercise price of the warrants will be adjusted if we declare any stock dividends to our stockholders or if we effect a stock split or share combination in connection with our common stock. If we effect a stock split or stock combination involving our common stock, the warrant exercise price in effect immediately prior to the stock split or combination will be proportionately reduced or increased, as the case may be. Any adjustment to the warrant exercise price will also result in an adjustment to the number of our common shares underlying a warrant or, if we elect, an adjustment of the number of warrants outstanding.

Investor Rights Agreement

      Our shareholders are subject to an Investor Rights Agreement dated as of May 1, 2003, as amended. The following describes the material terms of our Investor Rights Agreement:

•  our shareholders are entitled to preemptive rights to purchase their pro rata share if we allot, issue, sell or resell shares of common stock at a price lower than the shareholder paid for its shares, except for certain issuances including issuance under incentive stock option plans, stock dividends and shares issued in a qualified initial public offering;

•  our shareholders agreed not to sell, transfer, assign or dispose of shares of common stock unless the shares are offered first to us and then to other shareholders, on a pro rata basis, prior to offering their shares to third parties; provided that a shareholder may transfer shares to certain family members;

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•  Allen Gordon and Albert Matter, our founders, agreed to offer their shares first to us then to the other shareholders on a pro rata basis; provided that a shareholder may transfer shares to certain family members;

•  our shareholders agreed to take actions as may be required to elect up to six directors and to elect directors designated by our founders, provided that at least two members shall not be members of our senior management and at all times 25% of our board shall be outside directors;

•  our shareholders have agreed to enter into lock up arrangements for the period(s) specified by the agent or underwriter following the effective date of a registration statement in connection with a qualified initial public offering;

•  we shall maintain an audit committee, compensation committee and corporate compliance committee; and

•  we shall deliver certain reports to our shareholders, including audited financial statements.

      The Investor Rights Agreement will terminate upon our completion of a qualified initial public offering or if more than 75% of the shares subject to the agreement agree in writing to terminate the agreement. A qualified initial public offering is defined as either an underwritten public offering resulting in gross proceeds of more than $5,000,000 or obtaining a listing for our shares on the Toronto Stock Exchange, the TSX Venture Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market or the National Association of Security Dealers Automated Quotation bulletin board.

      This offering will qualify as a qualified initial public offering under the terms of the Investor Rights Agreement and the agreement will terminate upon the closing of this offering. We have agreed to use reasonable efforts to cause shareholders holding at least 95% of our issued and our standing common stock to furnish lock up agreements to the underwriters. Each of our current shareholders is expected to enter into a lock up agreement in connection with the offering.

Nevada Laws

      The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges:

•  20 to 33¹/3%;

•  33¹/3 to 50%; or

•  more than 50%.

      A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.

      The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the Nevada law. An Issuing Corporation is a Nevada corporation, which;

•  has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and

•  does business in Nevada directly or through an affiliated corporation.

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      At this time, we do not have 100 stockholders of record resident in Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our stockholders.

      The Nevada “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having;

•  an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation;

•  an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or

•  representing 10 percent or more of the earning power or net income of the corporation.

      An “interested stockholder” means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of:

•  the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher;

•  the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or

•  if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.

Proposed Amendments to our By-Law

      In accordance with the requirements of the Toronto Stock Exchange, we will be amending our by-law prior to completion of the offering to include provisions in respect of certain specified rights of shareholders and certain specified limitations on the discretion of the directors. The proposed amendments to our by-law will include a provision requiring that the approval of our shareholders be obtained for any future amendment to our by-laws insofar as such amendment relates to specified rights and limitations. The text of the proposed by-law amendments has not been finalized and must be in form satisfactory to the Toronto Stock Exchange. The Toronto Stock Exchange requires that we undertake to seek the ratification of our shareholders to such amendment at our next shareholders meeting. Moreover, we will require the prior approval of the Toronto Stock Exchange to any future amendment to our by-laws.

      We also intend to amend our by-laws to reduce the quorum requirement for shareholder meetings from shareholders holding a majority of our issued and outstanding common stock to shareholders holding 33¹/3% of our issued and outstanding common stock.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

      You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors and Uncertainties” and elsewhere in this prospectus.

      This Management’s Discussion and Analysis provides an analysis of our business and compares our financial results for the year ended March 31, 2005 with the period from our incorporation (April 24, 2003) to March 31, 2004 and the three month periods ended June 30, 2005 and June 30, 2004. You should read this information together with our consolidated financial statements and the notes to our consolidated financial statements, which appear elsewhere in this prospectus. References to any year are to a financial year, thus a reference to “in year 2005”, or similar, means the year ended March 31, 2005, unless specifically noted otherwise.

      This section contains forward-looking statements that involve risks and uncertainties, including statements regarding our plans, objectives, goals, strategies and financial performance. Our actual activities and results could differ materially from those anticipated in these forward-looking statements as a result of factors described under “Risks Factors and Uncertainties” and elsewhere in this prospectus.

Overview and Plan of Operations

      Gryphon Gold Corporation was incorporated in Nevada on April 24, 2003 and has corporate offices in Vancouver, British Columbia, and Lakewood, Colorado. Our objective is to establish a producing gold company through the development and extraction of gold deposits, beginning with the Borealis Property. Currently our sole asset is a 100% interest in the Borealis Property, located in Mineral County, Nevada. We have not determined if the mineralized material from the Borealis Property can be economically exploited.

      In July 2003 we initially acquired from Golden Phoenix Minerals, Inc. an option to earn a 70% joint venture interest in the Borealis Property by incurring qualified development expenditures. On January 28, 2005 we acquired the remaining interest held by Golden Phoenix in the Borealis Property for $1,400,000. Our subsidiary, Borealis Mining, paid to Golden Phoenix $400,000 upon closing of the purchase on January 28, 2005, with four additional quarterly payments of $250,000 due to Golden Phoenix. As of August 17, 2005, Borealis completed the first two payments and the final two payments of $250,000 are due October 28, 2005 and January 27, 2006, respectively. We guaranteed these payment obligations to Golden Phoenix and deposited as security fifteen percent (15%) of the issued shares of our subsidiary, Borealis Mining Company, into escrow. As each quarterly payment of $250,000 is made, a pro rata portion of the escrowed shares shall be released to us.

      A portion of the Borealis Property is subject to the mining lease. We are required to make monthly lease payments of $8,614, adjusted annually based on change in the Consumer Price Index. In addition, the production of precious metals from the Borealis Property will be subject to the payment of the royalty under the terms of the mining lease. The terms of the mining lease and royalty are described under “Borealis Property”. We have also entered into office lease arrangements for offices in Vancouver, British Columbia, Lakewood, Colorado and Hawthorne, Nevada.

      In May 2005 we initiated a new drilling program, expected to continue through the summer of 2005. Approximately 140 holes (30,000 feet of RC drilling) are planned in the area of existing mineralization in order to allow us to complete a feasibility study with the aim of identifying gold reserves and, if economically feasible, building a mine.

Critical Accounting Policies and Estimates

      The preparation of our consolidated financial statements is in accordance with accounting principles generally accepted in the United States. We do not reconcile our consolidated financial statements to

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Canadian generally accepted accounting principles. The following are critical accounting policies and estimates which we believe are important to understanding our financial results.

Use of estimates

      The preparation of financial statements requires us to make estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements and the revenues and expenses for the period reported. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Actual results will likely differ from these estimates.

Exploration of mineral property interests

      We expense exploration costs as they are incurred. When we determine that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, we will transfer capitalized costs to the appropriate asset category and amortize them over their estimated useful lives. We capitalize the cost of acquiring mineral property interests (including claims establishment and maintenance) until we have determined the viability of the property. We expense capitalized acquisition costs if we determine that the property has no future economic value. We will also write down capitalized amounts if estimated future cash flows, including potential sales proceeds, related to the mineral property are estimated to be less than the carrying value of the property.

Stock-based compensation

      As permitted by the Statement of Financial Accounting Standards we have elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations for our employee stock-based compensation. Based on these standards, no compensation expense is recognized at the time of any option grant if the exercise price of the employee stock option is fixed and equals or exceeds the fair value of the underlying common stock on the date of the grant and the number of shares to be issued pursuant to the exercise of such option are known and fixed at the date of grant.

Asset retirement obligations

      We record the present value of an asset retirement obligation as a liability in the period in which we incur a legal obligation associated with the retirement of tangible long-lived assets that results from the acquisition, construction, development or normal use of the assets with a corresponding increase in the carrying amount of the related long-lived asset. This amount is depreciated over the estimated useful life of the related assets. The liability is subsequently accreted through charges to expense over its expected life. Currently, we have no asset retirement obligations.

Tax valuation allowance

      We have recorded a valuation allowance that fully reserves for our deferred tax assets because at this time we cannot establish that we will be able to utilize the tax loss carryforwards in the future. If in the future we determine that we will be able to use all or a portion of our deferred tax assets in the future, based on our projections of future taxable income, we will reduce the valuation allowance, thereby increasing income in that period.

Foreign currency translation

      The United States dollar is our functional currency. Transactions involving foreign currencies for items included in operations are translated into U.S. dollars using average exchange rates; monetary assets and liabilities are translated at the exchange rate prevailing at the balance sheet date and all other balance sheet

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items are translated at the historical rates applicable to the transactions that comprise those amounts. Translation gains and losses are included in our determination of net income.

Recent Accounting Pronouncements

      The United States Securities and Exchange Commission recently announced that it would provide for a phased-in implementation process for FASB Statement No. 123(R), Share-Based Payment (“SFAS 123(R)”). Registrants must adopt SFAS 123(R)’s fair value method of accounting for share-based payments to employees no later than the beginning of the first interim or annual period beginning after December 15, 2005. We plan to adopt SFAS 123(R) effective January 1, 2006.

      The Financial Accounting Standards Board ratified the consensus of the Emerging Issues Task Force that stripping costs incurred during the production phase of a mine are variable production costs that should be included in the costs of the inventory produced during the period that the stripping costs are incurred. This consensus is effective for the first reporting period in fiscal years beginning after December 15, 2005, with early adoption permitted. To date the Company has not incurred any stripping costs. We plan to adopt the consensus effective April 1, 2006.

Results of Operations

Year ended March 31, 2005 compared to period from incorporation to March 31, 2004

      We are in an exploration stage and currently have no producing mineral properties and thus we had no revenues during all relevant reporting periods.

      For the year ended March 31, 2005 we had a net loss of $2.5 million, or $0.17 per share, compared to a net loss of $1.1 million in the period from incorporation on April 23, 2003 to March 31, 2004. Expenditure levels increased in all categories as activities gradually increased from the initial start-up from incorporation and acquisition of an earn-in option on the Borealis Property in 2004. This included activities on the Borealis Property (exploration and permitting) and corporate activities, all of which were performed by our officers and by contract consultants. During fiscal year 2004 and until December 2004, management and consulting services of four of our senior officers (Messrs. Matter, Gordon, Ker and Sitar) were provided pursuant to consulting contracts. Starting on January 1, 2005 these senior officers entered into employment relationships with Gryphon Gold and are compensated by way of salaries, bonuses and stock options.

      Exploration and development expenses reached $1,009,000 in 2005, up from $442,000 in the prior period reflecting the fact that we entered into the Option and Joint Venture Agreement part way through the 2004 fiscal year. As a result, many costs incurred in 2004 related to due diligence activities and early evaluation of the Borealis Property. In addition, the 2004 fiscal year was only 11 months. During 2005, activities related to the Borealis Property continued to increase in scope. Efforts were directed to the preparation of the Plan of Operations, which was submitted to the U.S. Forest Service in August 2004, and improving our geologic understanding of the Borealis Property. This involved spending in the following categories: drilling $129,000, engineering $119,000, project management $198,000 and property maintenance $461,000, all up significantly from the partial prior period.

      Legal and audit costs increased from $105,000 to $217,000 in 2005 reflecting the costs related to the negotiation of our purchase of a 100% interest in the Borealis property and increased level of financing activity during the year.

      Management salaries, bonuses and consulting fees were $1,060,000 in 2005, up from $405,000 due to increased use of consultants, the addition of two officers (Messrs. Ker and Sitar) as business activity increased significantly in 2005, and the recognition of compensation expense related to the sale of shares to Mr. Sitar.

Three months ended June 30, 2005 compared to three months ended June 30, 2004

      We are in the exploration stage and currently have no producing mineral properties and thus we had no revenues during the reporting periods.

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      For the three month period ended June 30, 2005 we had a net loss of $817,918 or $0.03 per share compared to a net loss of $691,257 or $0.05 per share in the same period in the prior year. We had expenses of $855,807 during the quarter ended June 30, 2005 compared to $691,844 in the quarter ended June 30, 2004. Our largest expense related to exploration and development costs, all related to our Borealis Property, of $340,072 or 40% of our total expenses in the quarter ended June 30, 2005 and $529,058 or 76% of total expenses in the quarter ended June 30, 2004. Exploration and development expenses are anticipated to increase significantly as we increase activities on the Borealis Property. Management salaries paid to our executive officers and consulting fees in quarter ended June 30, 2005 were $196,301, up from $99,022 paid in the quarter ended June 30, 2004, reflecting the additional staffing and increased level of corporate activities. Salaries and consulting fees are expected to increase in future periods as we anticipate that we will be required to hire additional personnel if we continue the development of the Borealis Property. Legal and audit fees of $169,859 were significantly higher than in prior periods, $9,954 in quarter ended June 30, 2004, as we undertook efforts to improve our corporate governance and explored financing alternatives. We expect these costs to increase in future periods as a result of anticipated reporting obligations as a public company in the United States and Canada. Other expenses during the quarter ended June 30, 2005 included travel and accommodation, which was $53,986 and compared to $30,728 in the quarter ended June 30, 2004, general and administrative expenses of $79,091 compared to $18,530 in the quarter ended June 30, 2004, all reflecting the significantly increasing level of business activity in a start-up company. Our general and administrative expenses will increase with the opening of our office in Lakewood, Colorado in August 2005. A foreign exchange loss of $14,763 was recorded in the quarter ended June 30, 2005, compared to $3,469 in the quarter ended June 30, 2004, principally due to the increasing value of the Canadian dollar. We had interest income of $37,889 in the quarter ended June  30, 2005, up from $587 in the quarter ended June 30, 2004, as cash balances, held in interest bearing bank accounts, increased significantly.

Outlook

      Our plan for the 2006 fiscal year (ending March 31, 2006) is to work towards designing and building an open pit heap-leach mine. The following activities are planned for fiscal 2006:

•  Continuation of the permitting process, with the aim of obtaining substantial permits for mine development expected in early 2006. We will also work on obtaining minor permits which will continue right up to the mine start-up.

•  Completion of a drilling program and a feasibility study designed to classify current resources into ore reserves and to develop an economic mine plan.

•  In preparation for mine start-up we will be initiating additional engineering work, securing long lead-time material and equipment and securing key mine personnel.

      We have also initiated an exploration program primarily focused on the mineralized Graben area. This is a longer-term project which will depend primarily on the availability of funds and personnel.

Liquidity and Capital Resources

      Our principal source of liquidity is cash which was raised by way of sale from treasury of common shares and warrants (on a private placement basis). The majority of our cash balance is deposited in an interest-bearing bank account. At March 31, 2005 we had a cash balance of $3.1 million and working capital including cash of $1.7 million (March 31, 2004 — $1.1 million). During the quarter ended June 30, 2005, we issued 6,030,408 units at $0.65 per unit to raise an additional $3.9 million of cash.

      We had current liabilities at March 31, 2005 consisting of $453,193 in accounts payable and accrued liabilities plus a mineral property obligation of $1 million owed to Golden Phoenix related to our purchase of the Borealis Property. The Golden Phoenix obligation is repayable in four equal quarterly installments of $250,000, two of which have been paid as of August 17, 2005, and two final payments which are due on October 28, 2005 and January 27, 2006, respectively.

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      As of June 30, 2005, we had working capital including cash of $4,743,631, and we had current assets consisting of $5,859,298 in cash and $28,396 in prepaid expenses. We had $1,147,371 in current liabilities at June 30, 2005, consisting of $397,371 in accounts payable and accrued liabilities and $750,000 in obligations to Golden Phoenix. We believe we have sufficient working capital to fund completion of our drilling program, permitting and feasibility study, costs related to lease and claim maintenance fees, our payment obligations to Golden Phoenix and general and administrative expenses for approximately 12 months (without giving effect to the offering).

      We will need substantial additional funds to allow us to develop the mine, secure a reclamation bond and to fund future property exploration activities. In order to initiate the mine development on the Borealis Property we will require a minimum additional $10 million of financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production on the property. We cannot be certain that additional capital or other types of financing will be available if and when needed or that, if available, the terms of such financing will be favorable to us.

      Our only long term commitments at present are our obligations under the Mining Lease, the Office Leases and under the employment contracts described above. We expect our long term commitments to increase significantly if, as and when, we commit to the building of the mine on the Borealis site.

Off-Balance Sheet Arrangements

      We have no off-balance sheet arrangements other than operating lease commitments.

Contractual Obligations

      Our contractual obligations as of September 30, 2005, were as follows:

	Payments Due by Period
			Less than						More than
	Total		1 Year		2-3 Years		4-5 Years		5 Years
					(Unaudited)
Long-term Debt		Nil
Mineral property acquisition obligations	$	500,000	$	500,000		—		—		—
Operating Leases	$	281,000	$	67,600	$	137,200	$	76,200		—
Total	$	781,000	$	567,000	$	137,200	$	76,200		—

Quantitative and Qualitative Disclosures About Market Risk

      Our major market risk exposure is potential fluctuation in the price of gold. Historically, gold prices have been volatile, and that volatility is expected to continue. We are engaged in exploring gold properties and related activities. As a result, changes in the price of gold could significantly affect our stock price. We do not have any debt that would expose us to market risks related to changes in interest rates.

DESCRIPTION OF PROPERTY

      We lease our principal executive office at 390 Union Blvd., Suite 360, Lakewood, CO 80228. We also lease an administrative and finance office at Suite 810, 1130 West Pender Street, Vancouver, BC V6E 4A4. We do not currently maintain any investments in real estate, real estate mortgages or securities of persons primarily engaged in real estate activities, nor do we expect to do so in the foreseeable future.

      We describe our mineral properties under the heading “Description and Development of Business” in this prospectus.

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TRANSFER AGENT AND REGISTRAR

      The registrar and transfer agent for our shares of common stock will be Computershare Trust Company, Inc. at its offices in Golden, Colorado, with Computershare Trust Company of Canada at its offices in Toronto, Canada as co-agent.

      The trustee registrar and transfer agent for our Class A Warrants will be Computershare Trust Company of Canada at its offices in Toronto, Canada.

LEGAL

      The validity of the securities offered hereby will be passed upon for Gryphon Gold Corporation by Snell and Wilmer LLP.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO

NON-UNITED STATES HOLDERS

U.S. Federal Income Tax Consequences

      The following is a summary of the anticipated material U.S. federal income tax consequences to a Non-U.S. Holder (as defined below) arising from and relating to the exercise of Class A Warrants and the acquisition, ownership, and disposition of common stock.

      This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a Non-U.S. Holder as a result of the exercise of Class A Warrants or the acquisition, ownership, and disposition of common stock. In addition, this summary does not take into account the individual facts and circumstances of any particular Non-U.S. Holder that may affect the U.S. federal income tax consequences of the exercise of Class A Warrants and the acquisition, ownership, and disposition of common stock. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any Non-U.S. Holder. Each Non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the exercise of Class A Warrants and the acquisition, ownership, and disposition of common stock.

Scope of this Disclosure

Authorities

      This summary is based on the Internal Revenue Code of 1986, as amended, referred to in this section as the “Code”, Treasury Regulations (whether final, temporary, or proposed), published rulings of the Internal Revenue Service (IRS), published administrative positions of the IRS, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this registration statement. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

Non-U.S. Holders

      For purposes of this summary, a “Non-U.S. Holder” is a beneficial owner of Class A Warrants or common stock, as the case may be, that, for U.S. federal income tax purposes, is other than (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to

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exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

Non-U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

      This summary does not address the U.S. federal income tax consequences of the exercise of Class A Warrants or the acquisition, ownership, and disposition of common stock to Non-U.S. Holders that are subject to special provisions under the Code, including the following Non-U.S. Holders: (a) a Non-U.S. Holder that is a tax-exempt organization or governmental entity; (b) a Non-U.S. Holder that is a financial institution or insurance company; (c) a Non-U.S. Holder that is a dealer in securities or currencies or a Non-U.S. Holder that is a trader in securities that elects to apply a mark-to-market accounting method; (d) a Non-U.S. Holder that is liable for the alternative minimum tax under the Code; (e) a Non-U.S. Holder that owns common stock or Class A Warrants as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) a Non-U.S. Holder that acquired common stock or Class A Warrants in connection with the exercise of employee stock options or otherwise as compensation for services; (g) a Non-U.S. Holder that is a “controlled foreign corporation” under Section 957 of the Code; (h) a Non-U.S. Holder that is a “passive foreign investment company” under Section 1297 of the Code; (i) a Non-U.S. Holder that is a former citizen or long-term resident of the U.S. subject to Section 877 of the Code; or (j) a Non-U.S. Holder that holds common stock or Class A Warrants other than as a capital asset within the meaning of Section 1221 of the Code. Non-U.S. Holders that are subject to special provisions under the Code, including Non-U.S. Holders described immediately above, should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the exercise of Class A Warrants and the acquisition, ownership, and disposition of common stock.

      If an entity that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Class A Warrants or common stock, the U.S. federal income tax consequences to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners). Partners of entities that are classified as partnerships (or owners of “pass-through” entities) for U.S. federal income tax purposes should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal income tax consequences of the exercise of Class A Warrants and the acquisition, ownership, and disposition of common stock.

Tax Consequences Other than U.S. Federal Income Tax Consequences Not Addressed

      This summary does not address the U.S. state and local, U.S. federal estate and gift, or foreign tax consequences to Non-U.S. Holders of the exercise of Class A Warrants or the acquisition, ownership, and disposition of common stock. Each Non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. state and local, U.S. federal estate and gift, and foreign tax consequences of the exercise of Class A Warrants and the acquisition, ownership, and disposition of common stock.

Allocation of Purchase Price With Respect to Units

      For U.S. federal income tax purposes, the acquisition of a Unit by a Non-U.S. Holder should be treated as the acquisition of an “investment unit” consisting of two components: one share of common stock and one-half of a Class A Warrant. The purchase price for each Unit will be allocated between these two components in proportion to their relative fair market values on the date that the Unit is purchased by the Non-U.S. Holder. This allocation of the purchase price for each Unit will establish a Non-U.S. Holder’s initial tax basis in the share of common stock and the one-half of a Class A Warrant that comprise each Unit for U.S. federal income tax purposes.

      For this purpose, we will allocate $                      of the purchase price for each Unit to the share of common stock and $                      of the purchase price for each Unit to the one-half of a Class A Warrant. The IRS will not be bound by our allocation of the purchase price for each Unit between the share of common stock and the one-half of a Class A Warrant, and accordingly, the IRS may allocate the purchase price for each Unit

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between the share of common stock and the one-half of a Class A Warrant in a manner that is different than the allocation set forth above. Each Non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the allocation of the purchase price for each Unit between the share of common stock and the one-half of a Class A Warrant.

U.S. Federal Income Tax Consequences of the Exercise of Class A Warrants

      A Non-U.S. Holder should not recognize gain or loss on the exercise of a Class A Warrant and related receipt of common stock. A Non-U.S. Holder’s initial tax basis in the common stock received on the exercise of a Class A Warrant generally should be equal to the sum of (a) such Non-U.S. Holder’s tax basis in such Class A Warrant plus (b) the exercise price paid by such Non-U.S. Holder on the exercise of such Class A Warrant. A Non-U.S. Holder’s holding period for the common stock received on the exercise of a Class A Warrant generally should begin on the day after the date that such Class A Warrant is exercised by such Non-U.S. Holder.

      Under Section 305 of the Code, an adjustment to the number of shares of common stock that will be issued on exercise of the Class A Warrants, or an adjustment to the exercise price of the Class A Warrants, may be treated as a constructive distribution by us to a Non-U.S. Holder of the Class A Warrants if, and to the extent that, such adjustment has the effect of increasing such Non-U.S. Holder’s proportionate interest in our “earnings and profits” or assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to our shareholders). (See more detailed discussion of the rules applicable to distributions made by us at “Distributions on Common Stock” below).

      Upon the lapse or expiration of a Class A Warrant, a Non-U.S. Holder should recognize a loss in an amount equal to such Non-U.S. Holder’s tax basis in the Class A Warrant. Any such loss generally should be a capital loss (provided that the common stock to be issued on the exercise of such Class A Warrant would have been a capital asset if acquired by the Non-U.S. Holder). Any such capital loss will be short-term capital loss or long-term capital loss, depending on whether the Class A Warrants are held for more than one year. Deductions for capital losses and net capital losses are subject to complex limitations under the Code.

U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Common Stock

Distributions on Common Stock

      A distribution by us, including a constructive distribution, with respect to the common stock will be treated as a dividend to the extent of our current or accumulated “earnings and profits.” To the extent that a distribution exceeds our current and accumulated “earnings and profits,” such distribution will be treated (a) first, as a tax-free return of capital to the extent of a Non-U.S. Holder’s tax basis in the common stock and, (b) thereafter, as gain from the sale or exchange of such common stock. (See more detailed discussion at “Disposition of common stock” below).

      Except as discussed below, a dividend paid by us to a Non-U.S. Holder should be subject to U.S. federal income tax at a rate of 30% (or a reduced rate under an income tax treaty) on the gross amount of such dividend. We generally will be required to withhold this U.S. federal income tax upon the payment of a dividend to a Non-U.S. Holder. In order to obtain a reduced U.S. federal income tax rate under an income tax treaty, a Non-U.S. Holder generally must complete and file a Form W-8BEN. Each Non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the procedure for claiming a reduced U.S. federal income tax rate under an income tax treaty.

      A dividend paid by us to a Non-U.S. Holder that is effectively connected with the conduct of a trade or business within the U.S. by such Non-U.S. Holder (or, if an income tax treaty applies, is attributable to a permanent establishment or fixed base in the U.S. of such Non-U.S. Holder) should be subject to U.S. federal income tax on a net income basis at normal graduated U.S. federal income tax rates. In addition, such a dividend may also be subject to a 30% U.S. branch profits tax (or reduced U.S. branch profits tax rate

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under an income tax treaty) if the recipient Non-U.S. Holder is a corporation. Such a dividend generally should not be subject to the U.S. federal withholding tax described above if a Non-U.S. Holder completes and files a Form W-8ECI. For taxable years beginning before January 1, 2009, such a dividend generally should be taxed at the preferential tax rates applicable to long-term capital gains if (a) the Non-U.S. Holder receiving such dividend is an individual, estate, or trust, and (b) such dividend is paid on common stock that has been held by such Non-U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date.”

Disposition of Common Stock

      A Non-U.S. Holder will recognize gain or loss on the sale or other taxable disposition of common stock in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such Non- U.S. Holder’s tax basis in the common stock sold or otherwise disposed of. Gain, if any, recognized by a Non-U.S. Holder on the sale or other taxable disposition of common stock should not be subject to U.S. federal income tax, except as follows:

•  Gain recognized by a Non-U.S. Holder that is effectively connected with the conduct of a trade or business within the U.S. by such Non-U.S. Holder (or, if an income tax treaty applies, is attributable to a permanent establishment or fixed base in the U.S. of such Non-U.S. Holder) should be subject to U.S. federal income tax on a net income basis at normal graduated U.S. federal income tax rates. Preferential tax rates generally should apply to long-term capital gains of a Non-U.S. Holder that is an individual, estate, or trust. Deductions for capital losses and net capital losses are subject to complex limitations under the Code. There are currently no preferential tax rates for long-term capital gains of a Non-U.S. Holder that is a corporation. In addition, such gain may also be subject to a 30% U.S. branch profits tax (or reduced U.S. branch profits tax rate under an income tax treaty) if the Non-U.S. Holder is a corporation.

•  Gain recognized by a Non-U.S. Holder who is an individual and who is present in the U.S. for 183 days or more during the taxable year of the sale or other taxable disposition of the common stock (and who satisfies certain other conditions) should be subject U.S. federal income tax at a rate of 30%, which gain generally may be offset by U.S. source capital losses.

•  Gain recognized by a Non-U.S. Holder should, except as discussed below, be subject to U.S. federal income tax on a net income basis at normal graduated U.S. federal income tax rates if we qualify as a “United States real property holding corporation” under Section 897(c) of the Code (a “USRPHC”) at any time during the 5-year period ending on the date of the sale or other taxable disposition of the common stock (or the Non-U.S. Holder’s holding period for the common stock, if shorter). Preferential tax rates generally should apply to long-term capital gains of a Non-U.S. Holder that is an individual, estate, or trust. Deductions for capital losses and net capital losses are subject to complex limitations under the Code. There are currently no preferential tax rates for long-term capital gains of a Non-U.S. Holder that is a corporation. In addition, such gain may also be subject to a 30% U.S. branch profits tax (or reduced U.S. branch profits tax rate under an income tax treaty) if the Non-U.S. Holder is a corporation. Under an exception to these rules, if the common stock is “regularly traded on an established securities market,” the common stock should be treated as stock of a USRPHC only with respect to a Non-U.S. Holder that held (directly or under certain constructive ownership rules) more than 5% of the common stock during the 5-year period ending on the date of the sale or other taxable disposition of the common stock (or the Non-U.S. Holder’s holding period for the common stock, if shorter). We generally will be a USRPHC if the fair market value of our “United States real property interests” as defined in Section 897(c) of the Code (“USRPIs”) equals or exceeds 50% of the aggregate fair market value of (a) our USRPIs, (b) our interests in foreign real property, and (c) our other assets that are used or held for use in a trade or business. We believe that we currently are a USRPHC and that there is a substantial likelihood that we will continue to be USRPHC. There can be no assurances, however, that the common stock will be “regularly traded on an established securities market.” Each Non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant

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regarding our potential qualification as a USRPHC and whether the common stock is “regularly traded on an established securities market.”

Information Reporting; Backup Withholding Tax

      We generally will be required to report certain information to the IRS upon the payment of a dividend to a Non-U.S. Holder (regardless of whether any withholding of tax was required by us). Copies of these information returns also may be made available under the provisions of a specific income tax treaty in which the Non-U.S. Holder is a resident. Dividends paid by us to a Non-U.S. Holder generally will be subject to U.S. backup withholding tax at the rate of 28%, unless a Non-U.S. Holder certifies its non-U.S. status (generally on Form W-8BEN) or otherwise establishes an exemption.

      The payment of proceeds from the sale or other taxable disposition of common stock effected by or through a U.S. office of a broker (whether U.S. or foreign) generally will be subject to information reporting to the IRS and U.S. backup withholding tax at the rate of 28%, unless a Non-U.S. Holder certifies its non-U.S. status (generally on Form W-8BEN) or otherwise establishes an exemption. The payment of proceeds from the sale or other taxable disposition of common stock effected by or through a foreign office of a foreign broker generally will not be subject to information reporting to the IRS or U.S. backup withholding tax. The payment of proceeds from the sale or other taxable disposition of common stock effected by or through a foreign office of broker generally will be subject to information reporting to the IRS (but not U.S. backup withholding tax) if such broker is (a) a U.S. person, (b) a foreign person that derived 50% or more of its gross income for certain periods from the conduct of a trade or business within the U.S., (c) a “controlled foreign corporation” under Section 957 of the Code, or (d) a foreign partnership at least 50% of the capital or profits interest in which is owned by U.S. persons or that is engaged in a trade or business within the U.S., unless such broker has documentary evidence of a Non-U.S. Holder’s non-U.S. status or the Non-U.S. Holder otherwise establishes an exemption.

      Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a Non-U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such Non-U.S. Holder furnishes required information to the IRS. Each Non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the information reporting and U.S. backup withholding tax rules.

SHARES ELIGIBLE FOR FUTURE SALE

      Upon completion of this offering we will have 41,183,908 shares of common stock issued and outstanding, assuming we raise Cdn$17,500,000 ($15,000,000) at an offering price of Cdn$1.30 ($1.11) per unit (the midpoint of our estimated range), based on 27,722,370 shares of common stock outstanding as of September 30, 2005. All of the shares of common stock sold in this offering will be freely transferable without restriction or further registration or qualification, except that shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, may generally only be sold in compliance with the limitations of Rule 144 described below.

      Future sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the prevailing market price of our common stock or make it difficult for us to raise additional equity capital in the future.

Lock-up Agreements

      All of our shareholders are subject to an Investor Rights Agreement dated March 3, 2003, as amended. Under the terms of the Investor Rights Agreement, each shareholder has agreed that it would enter into a lock up arrangement imposed by the underwriters in connection with a qualified initial public offering of our common stock. This offering is expected to satisfy the requirements of a qualified initial public offering, and each shareholder and we are expected to comply with the lock up arrangements imposed by the underwriters in connection with this offering. See “Description of Securities — Investor Rights Agreement.”

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      We anticipate that all of the shares of our common stock currently outstanding will be subject to lock-up agreements. Under the terms of the proposed lock up agreements, our shareholders are expected to agree not to, without the prior consent of the managing underwriter, directly or indirectly, offer, sell or otherwise dispose of any common stock (including common stock acquirable upon exercise of options or warrants after the closing date of the offering) except as follows:

•  During each quarter immediately following the termination of the offering, shareholders may sell up to the greater of 5,000 shares or 20% of the number of shares of common stock held by such shareholder, plus that number of shares which were eligible for sale during previous quarters, but not sold by the shareholders, if any, on a cumulative basis; and

•  the lock up provisions terminate 18 months after the termination of the offering.

      Under the terms of the proposed lock up agreements, in addition to the lockup provisions applicable to all shareholders, officers and directors of Gryphon Gold are expected to agree not to, directly or indirectly, offer, sell or otherwise dispose of any common stock except as follows:

•  during the period beginning six months after the termination of the offering, officers and directors may sell up to the greater of 5,000 shares or 20% of the number of shares of common stock held by such officer or director during each quarter, plus that number of shares which were eligible for sale during previous quarters, but not sold by the officer or director, if any, on a cumulative basis; and

•  the lock up provisions terminate 18 months after the termination of the offering.

      All shareholders will be required to enter into lock up agreements as a condition to closing of the offering.

      With the exception of the underwriting agreement, there are no present agreements between the underwriters and us or any of our executive officers or directors releasing them or us from these lock-up agreements. The underwriters, however, may waive or shorten the lockup period. The granting of any waiver of release would be conditioned, in the judgment of the underwriters, on such sale not materially adversely impacting the prevailing trading market for our common stock on the Toronto Stock Exchange. Specifically, factors such as average trading volume, recent price trends and the need for additional public float in the market for our common stock would be considered in evaluating such a request to waive or shorten the lockup period.

      In addition, all of our executive officers and directors are subject to the escrow provisions under applicable Canadian securities regulatory policy. See “Escrowed Securities” described below.

Rule 144

      Rule 144 provides a safe harbor from the registration requirements of the Securities Act. In general, under Rule 144, a person (or persons whose shares are aggregated) who owns shares that were acquired from us or one of our affiliates at least one year prior to the proposed sale will be entitled to sell, in any three-month period, a number of shares that does not exceed the greater of (a) 1% of the then-outstanding shares of our common stock, which will equal approximately 411,839 shares after the offering (assuming we issue 13,461,538 units at an assumed offer price of Cdn$1.30 ($1.11) (the midpoint of our estimated range)) or (b) the average weekly trading volume in our common stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the date on which notice of such sale is filed. Sales under Rule 144 are also subject to certain requirements concerning availability of public information, manner of sale, and notice of sale. In addition, our affiliates must comply with the restrictions and requirements of Rule 144, other than the one-year holding period requirement, in order to publicly sell shares of our common stock that are not restricted securities. Our common stock will be eligible to be sold pursuant to Rule 144, subject to the volume restrictions and lock-up restrictions described above, beginning 90 days after the date of this prospectus.

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Rule 144(k)

      Under Rule 144(k), a stockholder who is not one of our affiliates and has not been our affiliate for at least three months prior to the sale and who has beneficially owned restricted shares of our common stock for at least two years may resell the shares without limitation. In meeting the one and two year holding periods described above, a holder of restricted shares of our common stock can include the holding periods of a prior owner who was not our affiliate. The one and two year holding periods described above do not begin to run until the full purchase price is paid by the person acquiring the restricted shares of our common stock from us or one of our affiliates. Based on the shares outstanding as of the date of this prospectus, an aggregate of approximately 1,585,000 shares of our common stock will be eligible to be sold pursuant to Rule 144(k) after the date of this prospectus. However, all such shares are subject to the Lock-up Agreements applicable to existing shareholders and to officers and directors of Gryphon Gold described above and will only become eligible for sale under the terms and schedule in such agreements or termination of such agreements. In addition, all of our executive officers and directors are subject to the escrow provisions under applicable Canadian securities regulatory policy. See “Escrowed Securities” described below.

Rule 701

      In general, under Rule 701 of the Securities Act as currently in effect, each of our directors, officers, employees, consultants or advisors who purchased shares from us before the date of this prospectus in connection with a compensatory stock plan or other written compensatory agreement plan or other written compensatory agreement is eligible to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with restrictions, including the holding period, contained in Rule 144. However, all such shares are subject to the Lock-up Agreements applicable to existing shareholders and to officers and directors of Gryphon Gold described above and will only become eligible for sale under the terms and schedule in such agreements or termination of such agreements. In addition, all of our executive officers and directors are subject to the escrow provisions under applicable Canadian securities regulatory policy. See “Escrowed Securities” described below.

Stock Plans

      On March 29, 2005, our board of directors adopted our 2004 Stock Option Plan, and the plan was approved by our shareholders on May 13, 2005. We reserved 3,000,000 shares of common stock for issuance to our employees, officers, directors, consultants and advisors under the plan. As of September 30, 2005, we had granted options exercisable to acquire 2,400,000 shares of common stock under the plan.

Escrowed Securities

      Following completion of our initial public offering, applicable Canadian securities regulatory policy requires that our promoters, officers, directors and 20% shareholders place their stock in us into escrow with Computershare Trust Company of Canada, our co-transfer agent. As of the closing of our initial public offering, the following securities will be placed into escrow.

	Number of Securities			Percentage of
Designation of Class	Held in Escrow			Class
Common Stock(1)		10,702,500	(2)		38.6	%

(1)	Includes 2,200,000 shares issuable upon exercise of stock options and 172,500 shares issuable upon exercise of warrants.
(2)	The aggregate number of shares of common stock will be released from escrow as to 25% on the closing of our initial public offering, as to a further 25% six months after the closing of our initial public offering, as to the next 25% 12 months after the closing of our initial public offering, and as to the remaining escrowed securities, 18 months after the closing of our initial public offering.

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UNDERWRITING

      We intend to enter into an underwriting agreement with Desjardins Securities Inc., CIBC World Markets Inc., Bolder Investment Partners, Ltd. and Orion Securities Inc., as Canadian underwriters, with respect to the units being offered. Subject to the terms and conditions of the underwriting agreement, the underwriters have agreed to purchase from us the number of units set forth on the cover page of this prospectus at the public offering price, less the underwriting discounts and commissions, set forth on the cover page of this prospectus. Subject to the terms and conditions stated in the underwriting agreement, each underwriter has agreed to purchase, and we have agreed to sell to that underwriter, the number of units set forth opposite each underwriter’s name below.

		Number of
Underwriter		units
Desjardins Securities Inc.
CIBC World Markets Inc.
Bolder Investment Partners, Ltd.
Orion Securities Inc.
	Total

      We currently expect the initial public offering price of our units to be between Cdn$1.00 ($0.86) and Cdn$1.60 ($1.37) per unit, and the exercise price of our Class A Warrants to be between Cdn$1.20 ($1.03) and Cdn$2.00 ($1.71) per share. We expect to issue 13,461,538 units, assuming we issue units at Cdn$1.30 ($1.11) per unit (the midpoint of our estimated price range).

      The obligations of the underwriters under the underwriting agreement are several (and not joint and several) and conditional and may be terminated at their discretion on the basis of their assessment of the state of the financial markets and may also be terminated in certain stated circumstances and upon the occurrence of certain stated events. The underwriting agreement moreover provides that the obligations of the underwriters to purchase the units included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters however are obligated to purchase all the units (other than those covered by the over-allotment option described below) if they purchase any of the units under the underwriting agreement.

      The units will be offered concurrently in each of the provinces of Canada, in Europe and in the United States. The units will be offered in the United States only to “qualified institutional buyers” as that term is defined in Rule 144A of the Securities Act of 1933, as amended, on a selling agent basis through a selling agent group, which includes Desjardins Securities International Inc., the U.S. affiliate of Desjardins Securities, Inc., CIBC World Markets Corp., the U.S. Affiliate of CIBC World Markets Inc. and Orion Securities (USA) Inc., the U.S. affiliate of Orion Securities Inc. The underwriters have agreed to purchase all of the units set forth on the cover page of this prospectus, and any units not sold in the United States will be sold by the underwriters in Canada or Europe. The obligations of the United States selling group are governed under a selling agent agreement between Desjardins Securities Inc. and each member of the United States selling group. Activities by United States selling group members are on a selling agent basis and all obligations under the selling agreement terminate upon close of the offering contemplated in this prospectus. United States selling agents will receive no compensation other than the standard selling commissions paid by the underwriters as set forth in the selling agreement of 3% of the sale price of each unit or Cdn$0.039 ($0.033) per unit based on the assumed offering of Cdn$1.30 ($1.11) per unit (the midpoint of our estimated price range).

      The underwriters propose to offer shares directly to the public in Canada, through the United States selling group if to a U.S. person or person in the United States and through selling agents in Europe in accordance with applicable European law, at the public offering price set forth on the cover page of this prospectus.

      We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an additional 15% of the number of units sold in the offering at the public offering price less the underwriting discounts and commissions. The underwriters may exercise the option solely for the purpose of

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covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional units approximately proportionate to that underwriter’s initial purchase commitment.

      Our units in this offering contain one common share and one-half of one Class A Warrant. Each Class A Warrant entitles its holder to purchase one share of our common stock at the exercise price of Cdn$                   at any time after the effective date of this prospectus. Our Class A Warrants will only be exercisable if we have an effective registration statement covering the common shares underlying our warrants or an exemption from such registration is otherwise available; except that in the event there is no effective registration statement, a holder may elect to exercise on a cashless exercise basis. A holder electing to exercise on a cashless exercise basis will receive that number of shares of common stock equal to the difference between the fair market value of the shares acquirable upon exercise of the warrants and the exercise price the holder would otherwise pay to exercise the warrants. A cashless exercise election can only be made if there is no effective registration statement registering the issuance of the shares underlying the Class A Warrants. We will use commercially reasonable efforts to keep an effective registration statement in effect during the term of the Class A Warrants and the underwriters’ compensation options.

      We have received conditional listing approval to list our common stock on the Toronto Stock Exchange under the symbol “GGN”, subject to our meeting the listing requirements of the Toronto Stock Exchange. In order to meet the listing requirements of the Toronto Stock Exchange, we must complete the offering by December 28, 2005. In addition, at least 1,000,000 of the common shares comprising the units offered under the prospectus must be purchased by at least 300 purchasers. The Toronto Stock Exchange also requires that we amend our by-laws to include provisions in respect of certain specified rights of shareholders and certain specified limitations on the discretion of the directors as it relates to our share capital. The Toronto Stock Exchange requires that we undertake to seek the ratification of our shareholders to such amendment at our next shareholders meeting. Moreover, we will require the prior approval of the Toronto Stock Exchange to any future amendment to our by-laws. If shareholders do not ratify the amendment to our by-law, we will be in breach of our listing agreement with the Toronto Stock Exchange and the Toronto Stock Exchange will have the right to suspend or cease the listing of our common stock.

      We have agreed not to issue or sell, or enter into an agreement to issue or sell, any shares of our common stock or securities convertible into or exchangeable or exercisable for shares of our common stock without the prior written consent of the agent, for a period of 120 days after the date of the closing of this offering, subject to certain exceptions, including issuances under our 2004 Stock Option Plan, issuances in certain acquisition transactions and issuance under the terms of currently issued and outstanding options and warrants.

      The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters option to purchase additional units to cover over-allotments.

	Per Unit*		No Exercise*		Full Exercise*
Total Offering Proceeds		Cdn$1.30 ($1.11)		Cdn$17,500,000 ($15,000,000)		Cdn$20,125,000 ($17,249,000)
Underwriting Discounts and Commissions		Cdn$0.104 ($0.089)		Cdn$1,400,000 ($1,200,000)		Cdn$1,610,000 ($1,380,000)
Proceeds to Gryphon Gold		Cdn$1.196 ($1.021)		Cdn$16,100,000 ($13,800,000)		Cdn$18,515,000 ($15,869,000)

*  Based on an assumed offering price of Cdn$1.30 ($1.11) per unit, the midpoint of our range.

     In addition to underwriting discounts and commissions, we have agreed to pay the reasonable expenses of the underwriters incurred in connection with the offering, and the legal fees of the underwriters.

      We estimate that the total expenses of this offering payable by us will be Cdn$1,400,000 ($1,200,000).

      In addition, we have agreed to issue the underwriters compensation options exercisable to acquire a number of shares of common stock equal to 10% of the number of units sold. The underwriter compensation options are exercisable to acquire shares of common stock at $                    per share until                    (one year from the closing date). The shares of common stock issuable upon exercise of the underwriters’ compensation options are registered under this prospectus.

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      In the event an effective registration statement is not available at the time of exercise, the holder may exercise the underwriting compensation option on a cashless exercise basis, and will receive that amount of shares of common stock with a fair market value equal to the difference of the fair market value of the shares acquirable upon exercise of the options and the exercise price the holder would otherwise pay to exercise the options.

      In connection with this offering the underwriters may purchase and sell shares of common stock in the open market in Canada. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve sales of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ over-allotment option. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered short involve either purchases of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress.

      Any of these activities may have the effect of preventing or retarding a decline in the market price of the common stock. They may also cause the price of the common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. If the underwriters commence any of these transactions, they may discontinue them at any time.

      Pursuant to rules of certain Canadian securities regulators, the underwriters may not, throughout the period of distribution, bid for or purchase shares of common stock. The policy statements allow certain exceptions to the foregoing prohibitions. The underwriters may only avail themselves of such exceptions on the condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, the shares of common stock. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces of Market Regulation Services Inc., relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Pursuant to the first mentioned exception, in connection with the offering, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the shares of common stock at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time.

      We expect to deliver the common stock against payment for the shares on or about the date specified in the last paragraph of the cover page of this prospectus.

      We have agreed to indemnify the underwriters against certain liabilities related to the offering, including liabilities under the Securities Act of 1933, as amended, and applicable Canadian securities laws and liabilities arising from breaches of the representations and warranties contained in the underwriting agreement, and to contribute to payments that the underwriters may be required to make for these liabilities.

Offering Price and Warrant Exercise Price Determination

      Prior to this offering, there has been no public market for our common stock. The initial public offering price and the exercise price of the Class A Warrants have been negotiated between the underwriters and us. In determining the initial public offering price of our units and the exercise price of the Class A Warrants, we and the underwriters considered:

•  prevailing market conditions;

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•  the market capitalizations and states of development of other companies that we and the underwriters believed to be comparable to us;

•  estimates of our business potential and prospects;

•  our results of operations in recent periods;

•  an overall assessment of our management and our present state of development; and

•  the consideration of these factors in relation to market valuation of similarly situated companies.

EXPERTS

      The consolidated financial statements as of March 31, 2005 and 2004 and for the year ended March 31, 2005 and for the periods from April 24, 2003 (inception) to March 31, 2004 and 2005, included in this prospectus and elsewhere in the registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in auditing and accounting in giving said reports.

      The estimates of our mineralized material have been included in this prospectus in reliance upon the “Technical Report on the Mineral Resources of the Borealis Gold Project” dated May 23, 2005, prepared by Mr. Alan C. Noble, P.E. of Ore Reserves Engineering in Lakewood, CO, a “Qualified Person”, as defined in National Instrument 43-101.

      The “Preliminary Scoping Study of Project Development for the Borealis Gold Project, Nevada, USA” dated June 7, 2004 referred to in this prospectus was prepared by Qingping Deng of Behre Dolbear and Company, Inc. in Denver, CO, a “Qualified Person”, as defined in National Instrument 43-101.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL MATTERS

      Our financial statements as of March 31, 2005 and 2004 for the year ended March 31, 2005 and for the periods from April 24, 2003 (inception) to March 31, 2004 and 2005, included in this prospectus have been audited by Ernst & Young LLP, independent registered public accounting firm as stated in their report appearing elsewhere herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

      Effective on or about June 20, 2005, we terminated the services of our former independent auditor, DeVisser Gray, Chartered Accountants of Vancouver, British Columbia.

      No adverse opinion or disclaimer of opinion was issued during the past two years by our former accountant, and no opinion of our former accountant was qualified or modified as to uncertainty, audit scope or accounting principles.

      The change in auditors was recommended by our Board of Directors.

      During the two most recent fiscal years and the interim period preceding such dismissal, we are not aware of any disagreements with our former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of our former accountant, would have caused it to make references to the subject matter of the disagreement(s) in connection with its report.

      We are not aware of any events (reportable under Item 304 (a)(1)(iv)(B) of Regulation S-B) that have occurred during the two most recent fiscal years and the interim period preceding the dismissal of our former accountant.

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      We have engaged Ernst & Young LLP, Vancouver, as our new principal independent accountant effective on or about June 20, 2005, to audit our financial statements. During the two most recent fiscal years and the interim period preceding the appointment of Ernst & Young, we have not consulted Ernst & Young regarding either:

•  The application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that we considered an important factor in reaching a decision as to the accounting or financial reporting issue; or

•  Any matter that was either the subject of a disagreement or event (reportable under Regulation S-B, Item 304(a)(1)(iv)(B)).

WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the SEC a registration statement on Form SB-2 (including exhibits, schedules and amendments) under the Securities Act with respect to the shares of units to be sold in this offering. This prospectus does not contain all the information set forth in the registration statement. For further information with respect to us and the shares of common stock to be sold in this offering, please refer to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to include those terms of such documents that we believe are material. Whenever a reference is made in this prospectus to any contract or other document of ours, you should refer to the exhibits that are a part of the registration statement for a copy of the contract or document.

      You may read and copy all or any portion of the registration statement or any other information that Gryphon Gold Corporation files at the SEC’s public reference room at One Station Place, 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings, including the registration statement, are also available to you on the SEC’s website at www.sec.gov.

      As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act, and, in accordance with those requirements, will file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and on the SEC website referred to above.

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DEFINITIONS OF TECHNICAL TERMS

      Following are definitions of certain technical terms used in this prospectus.

      Au. The chemical symbol for gold.

      Aeromagnetic. Detection of changes in the Earth’s magnetic field with survey instruments mounted in an aircraft. Provides an interpretation of subsurface geology and indications of the presence of certain mineral assemblages which may indicate traces of hydrothermal activity.

      Alluvium/ alluvial. Unconsolidated, to loosely consolidated, gravel, silt, sand, clay, etc. deposited in valleys, usually by water.

      Andesite. Igneous (formed from molten material) rock that solidified at the Earth’s surface and is principally composed of plagioclase feldspar, biotite, and hornblende.

      Andesite flow. A lava flow composed of andesite.

      Anomaly. Geophysical or geochemical measurements that are outside of the normal, or average, range of values.

      Argillization. The conversion of minerals to clay by either hydrothermal alteration, or during the weathering process.

      Assay. To analyze the proportions of metals in an ore; to test an ore or mineral for composition, purity, weight, or other properties of commercial interest.

      Assay Ton. A weight of 29.166+ g, used in assaying to represent proportionately the assay value of an ore. Because it bears the same ratio to 1 mg that a ton of 2,000 lb bears to the troy ounce, the weight in milligrams of precious metal obtained from an assay ton of ore equals the number of ounces to the ton.

      Basin and Range. The geologic province centered on Nevada consisting of northerly striking mountain ranges and intervening valleys.

      Breccia. A rock made of fragments of one or more rock types that has formed as a result of movement along faults, or the activity of fluids that may carry mineralization.

      Chalcedonic. Extremely fine-grained quartz.

      Chargeability. A geophysical measurement of how much electricity can be stored in the ground that is commonly used to development an estimate of the abundance of metallic sulfide minerals below the surface.

      Cretaceous. The geologic time that is part of the Mesozoic era covering the period from 144 to 66 million years ago.

      Crushed and Agglomerated Ore. That material which has been reduced in size mechanically by crushing, (and which may as a result contain a significant portion of very fine particles) which is then, with the aid of a binding agent such as cement, reconstituted into larger particles and subsequently leached in a heap. The agglomerated ore typically has greater strength allowing for higher stacked heaps and may allow better percolation of leach solutions if the ore has high clay or fine particle content.

      Fault. A planar feature produced by breaking of the Earth’s crust with movement on one, or both, sides of the plane.

      Feasibility Study. A comprehensive study of a deposit in which all geological, engineering, operating, economic and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.

      Geophysics/geophysical. Surveys that are conduced to measure the Earth’s physical properties as a means of identify areas where anomalous features may exist.

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      Gold deposit. An accumulation of gold mineralization in the Earth’s crust, with no reference to size and grade of the deposit.

      Gold Heap-leaching. A hydrometallurgical process whereby gold is recovered from ore by heaping broken ore on sloping impermeable pads, repeatedly spraying the heaps with a diluted cyanide solution which dissolves the gold content in the ore, collecting the gold-laden solutions, and stripping the solution of gold.

      Granite. An igneous (formed from molten material) rock that solidified within the Earth’s crust and is principally composed of quartz, feldspar, and biotite.

      Hydrothermal. Hot water that originates within the Earth’s crust and ascend toward the surface. This water is commonly associated with the formation of mineral deposits and hot springs.

      Hydrothermal Alteration. Changes brought about in rock by the exposure to hydrothermal solutions, or mineral laden hot water from within the Earth’s crust.

      Induced Polarization/ IP. A geophysical survey technique that measures the passage of electrical current sent into the ground (see chargeability).

      Lahar. A mudflow composed principally of volcanic material.

      Lithology/lithologic. A general term used to define specific types of rocks.

      Leach. The dissolution of soluble constituents from a rock or orebody by the natural or artificial action of percolating solutions.

      Ma. In geological terms, a million years.

      Marcasite. A yellow iron sulphide mineral similar to pyrite in physical and chemical properties but which is less stable; and at Borealis is an important ore forming mineral containing gold.

      Mesozoic. A subdivision of geologic time that covers the period from about 245 to 66 million years ago.

      Mine. An opening or excavation in the ground for the purpose of extracting minerals; a pit or excavation from which ores or other mineral substances are taken by digging; an opening in the ground made for the purpose of taking out minerals; an excavation properly underground for digging out some usual product, such as ore, including any deposit of any material suitable for excavation and working as a placer mine; collectively, the underground passage and workings and the minerals themselves. At Borealis there is potential for both surface and underground mining operations.

      Mineralizing/mineralized. Material added by hydrothermal solutions, principally in the formation of ore deposits. Often refers to the presence of a mineral of economic interest in a rock.

      Miocene. This is a subdivision of geologic time that covers the period from about 5 to 24 million years ago.

      Open Pit Mining. The process of excavating an ore body from the surface in progressively deeper layered cuts or steps. Sufficient waste rock adjacent to the ore body is removed to maintain mining access and to maintain the stability of the resulting pit.

      Open Pit. A surface mine working open to daylight, such as a quarry.

      OPT/opt. Abbreviation for ounces per ton, generally used in this prospectus to refer to the number of ounces of gold per ton.

      Ore. The naturally occurring material from which a mineral or minerals of economic value can be extracted profitably or to satisfy social or political objectives. The term is generally but not always used to refer to metalliferous material, and is often modified by the names of the valuable constituent; e.g., gold ore.

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      Ounce or “oz.”. A unit of weight equal to 31.1 grams.

      Oxidization/oxidized. The conversion of sulfide minerals to oxide minerals, usually through weathering at, or near, the Earth’s surface.

      Pediment. A gravel covered bedrock surface that is along the margin of a mountain range. The bedrock surface commonly has a gentle dip into the valley, outward from the mountain range.

      Pipe-like. Geologic masses that have two short dimensions and one long dimension, and commonly have a near vertical orientation.

      Propylitic Alteration. A type of hydrothermal alteration that produces only a modest change in the character of the rock. This type of alteration is commonly found at the margins of mineralized areas.

      Pyrite. A yellow iron sulphide mineral, which at Borealis is an important ore forming mineral containing gold.

      Qualified Person. The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.

      Resistivity. A measurement of conductivity of electricity through rock.

      “RC” or Reverse Circulation. The circulation of bit-coolant and cuttings-removal liquids, drilling fluid, mud, air, or gas down the borehole outside the drill rods and upward inside the drill rods. Often used to describe an advanced drilling and sampling method that takes a discrete sample from a drill interval with the objective of maintaining sample integrity.

      Reserve. Measurement of size and grade of a mineral deposit that infers parameters have been applied to assess the potential for economic development.

      Resource. The measurement of size and grade of a mineral deposit, without any inferred economic parameters.

      Run of Mine Ore. Material which was fragmented by blasting only, and then stacked on the heaps without being further reduced in size by crushing or other beneficiation processes.

      Stratigraphic. The relationship of layered rocks to each other.

      Sediments. Material that has been deposited on the surface of the Earth through geologic means, usually transported and deposited by water. This material may eventually be cemented into rock.

      Silicification. The process by which quartz is added to rock by hydrothermal solutions.

      Strike. The course or bearing of the outcrop of an inclined bed, vein, or fault plane on a level surface; the direction of a horizontal line perpendicular to the direction of the dip.

      Structural Zone. Area that commonly contain several faults and fractured rock.

      Sulfide. Minerals that contain metals combined with sulfur.

      TCV. Tertiary Coal Valley formation, a local sedimentary rock unit which in may areas at the Borealis Property covers rocks hosting gold mineralization.

      Tertiary. A geologic time period ranging from approximately 66 to 26 million years before the present.

      Tons. A unit of weight measurement. In this prospectus it means dry short tons (2,000 pounds).

      Unconformable. Two groups of sedimentary rocks that are separated by a break in the depositional cycle and commonly have different orientations.

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      Unpatented mining claims. Land which has been staked and recorded in appropriate mining registries and in respect of which the owner has the right to explore for and exploit the minerals contained in such land and to conduct mining operations thereon. In this prospectus, unpatented mining claims refers to lode claims (and not placer claims).

      Volcanic Rock. A group of igneous rocks that consolidated from molten material at the surface of the earth.

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INDEX TO FINANCIAL STATEMENTS

Gryphon Gold Corporation

a Nevada corporation

Audited Consolidated Financial Statements

for the Year Ended March 31, 2005 and

the Period from April 24, 2003 (inception) to March 31, 2004

Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets as of March 31, 2005 and March 31, 2004	F-4
Consolidated Statements of Operations for the Year Ended March 31, 2005 and the Period from April 24, 2003 (inception) to March 31, 2004 and 2005	F-5
Consolidated Statements of Stockholders’ Equity for the Year Ended March 31, 2005 and the Period from April 24, 2003 (inception) to March 31, 2004 and 2005	F-6
Consolidated Statements of Cash Flows for the Year Ended March 31, 2005 and the Period from April 24, 2003 (inception) to March 31, 2004 and 2005	F-7
Notes to Consolidated Financial Statements	F-8

Unaudited Interim Consolidated Financial Statements

for the Three Month Period Ended June 30, 2005 and 2004 and

the Period from April 24, 2003 (inception) to June 30, 2005

Consolidated Balance Sheets as of June 30, 2005 and March 31, 2005	F-18
Consolidated Statements of Operations for the Three Months Ended June 30, 2005 and 2004 and the Period from April 24, 2003 (inception) to June 30, 2005	F-19
Consolidated Statements of Stockholders’ Equity for the Three Months Ended June 30, 2005 and 2004 and the Period from April 24, 2003 (inception) to June 30, 2005	F-20
Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2005 and 2004 and the Period from April 24, 2003 (inception) to June 30, 2005	F-21
Notes to Unaudited Interim Consolidated Financial Statements	F-22

F-1

Consolidated Financial Statements

Gryphon Gold Corporation

(an exploration stage company)

March 31, 2005 and 2004

(Stated in U.S. dollars)

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of

Gryphon Gold Corporation

(an exploration stage company)

      We have audited the accompanying consolidated balance sheets of Gryphon Gold Corporation (an exploration stage company) as of March 31, 2005 and 2004 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended March 31, 2005 and the periods from April 24, 2003 (inception) to March 31, 2004 and 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gryphon Gold Corporation (an exploration stage company) at March 31, 2005 and 2004, and the consolidated results of its operations and its cash flows for the year ended March 31, 2005 and the periods from April 24, 2003 (inception) to March 31, 2004 and 2005, in conformity with United States generally accepted accounting principles.

      These consolidated financial statements have been restated as described in Note 11.

Vancouver, Canada /s/ Ernst & Young LLP

June 29, 2005, Chartered Accountants

(except as to Note 12 which

is as of August 17, 2005, and as to

Note 11 which is as of September 30, 2005)

F-3

Gryphon Gold Corporation

(an exploration stage company)

CONSOLIDATED BALANCE SHEETS

(Stated in U.S. dollars)

	As at March 31,
	2005			2004
	(restated — see Note 11)
ASSETS
Current
Cash	$	3,065,436		$	975,551
Accounts receivable		8,735			1,504
Subscriptions receivable [note 7]		54,360			289,125
Prepaid expenses		27,615			7,734
Total current assets		3,156,146			1,273,914
Reclamation deposit [note 9]		31,400			—
Subscriptions receivable [note 7]		—			100,000
Equipment [note 3]		22,936			14,440
Mineral property costs [note 4]		1,775,326			199,753
	$	4,985,808		$	1,588,107
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$	453,193		$	72,332
Mineral property acquisition obligation [note 4]		1,000,000			—
Liability to issue shares		—			136,500
Total liabilities		1,453,193			208,832
Commitments [note 10]
Stockholders’ equity
Common stock		21,692			14,376
Additional paid-in capital		7,152,268			2,480,824
Deficit accumulated during the exploration stage		(3,641,345	)		(1,115,925	)
Total stockholders’ equity		3,532,615			1,379,275
	$	4,985,808		$	1,588,107

On behalf of the Board:
/s/ Albert J. Matter Director	/s/ Anthony (Tony) D.J. Ker --------------------------------------------- Director

See accompanying notes

F-4

Gryphon Gold Corporation

(an exploration stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in U.S. dollars)

				Period from			Period from
				April 24, 2003			April 24, 2003
	Year ended			(inception) to			(inception) to
	March 31,			March 31,			March 31,
	2005			2004			2005
	(restated — see Note 11)
EXPENSES
Exploration [note 5]	$	1,009,173		$	442,232		$	1,451,405
Management salaries and consulting fees [note 7]		1,059,871			404,860			1,464,731
Legal and audit		217,457			105,083			322,540
Travel and accommodation		125,950			83,709			209,659
General and administrative		116,219			86,823			203,042
Amortization		6,596			2,548			9,144
Gain on foreign exchange		(200	)		(7,510	)		(7,710	)
Interest income		(9,646	)		(1,820	)		(11,466	)
Net loss and comprehensive loss for the period	$	(2,525,420	)	$	(1,115,925	)	$	(3,641,345	)
Basis and diluted loss per share	$	(0.17	)	$	(0.14	)
Basic and diluted weighted average number of common shares outstanding		15,287,736			7,879,432

See accompanying notes

F-5

Gryphon Gold Corporation

(an exploration stage company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Stated in U.S. dollars)

									Deficit
									Accumulated
		Common Stock				Additional			During the
						Paid-In			Exploration
		Shares (#)		Amount		Capital			Stage			Total
						(restated — see Note 11)
Balance, April 24, 2003			—	$	—	$	—		$	—		$	—
Shares issued:
	For private placements [note 6[a]]		14,376,000		14,376		2,404,824			—			2,419,200
Compensation component of shares issued [note 7]			—		—		76,000			—			76,000
Net loss for the period			—		—		—			(1,115,925	)		(1,115,925	)
Balance, March 31, 2004			14,376,000		14,376		2,480,824			(1,115,925	)		1,379,275
Shares issued:
	For private placements [note 6[a]]		7,315,962		7,316		4,598,059			—			4,605,375
	Share issue costs [note 6[a]]		—		—		(156,015	)		—			(156,015	)
Compensation component of shares issued [note 7]			—		—		150,000			—			150,000
Fair value of agent’s warrants issued [note 6[b]]			—		—		45,100			—			45,100
Fair value of options granted to a consultant [note 6(c)]			—		—		34,300			—			34,300
Net loss for the year			—		—		—			(2,525,420	)		(2,525,420	)
Balance, March 31, 2005			21,691,962	$	21,692	$	7,152,268		$	(3,641,345	)	$	3,532,615

See accompanying notes

F-6

Gryphon Gold Corporation

(an exploration stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in U.S. dollars)

					Period from			Period from
					April 24, 2003			April 24, 2003
		Year ended			(inception) to			(inception) to
		March 31,			March 31,			March 31,
		2005			2004			2005
		(restated — see Note 11)
OPERATING ACTIVITIES
Net loss for the period		$	(2,525,420	)	$	(1,115,925	)	$	(3,641,345	)
Items not involving cash:
	Amortization		6,596			2,548			9,144
	Shares issued for consulting fee		8,375			70,000			78,375
	Compensation component of shares issued		150,000			76,000			226,000
	Fair value of options issued to a consultant		34,300			—			34,300
Changes in non-cash working capital items:
	Amounts receivable		(7,231	)		(1,504	)		(8,735	)
	Accounts payable and accrued liabilities		380,861			72,332			453,193
	Prepaid expenses		(19,881	)		(7,734	)		(27,615	)
Cash used in operating activities			(1,972,400	)		(904,283	)		(2,876,683	)
INVESTING ACTIVITIES
Reclamation deposit			(31,400	)		—			(31,400	)
Purchase of equipment			(15,092	)		(16,988	)		(32,080	)
Mineral property expenditures			(575,573	)		(199,753	)		(775,326	)
Cash used in investing activities			(622,065	)		(216,741	)		(838,806	)
FINANCING ACTIVITIES
Cash received for shares issued			4,460,500			2,096,575			6,557,075
Share issue costs			(110,915	)		—			(110,915	)
Subscription receivables collected			334,765			—			334,765
Cash provided by financing activities			4,684,350			2,096,575			6,780,925
Increase in cash during the period			2,089,885			975,551			3,065,436
Cash, beginning of period			975,551			—			—
Cash, end of period		$	3,065,436		$	975,551		$	3,065,436

See accompanying notes

F-7

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. dollars)

1. NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

      Gryphon Gold Corporation and its subsidiary, Borealis Mining Company (collectively, “the Company”), were incorporated in the State of Nevada in 2003. The Company is an exploration stage company in the process of exploring its mineral properties, and has not yet determined whether these properties contain reserves that are economically recoverable.

      The recoverability of amounts shown for mineral property interests in the Company’s consolidated balance sheets are dependent upon the existence of economically recoverable reserves, the ability of the Company to arrange appropriate financing to complete the development of its properties, the receipt of necessary permitting and upon achieving future profitable production or receiving proceeds from the disposition of the properties. The timing of such events occurring, if at all, is not yet determinable.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

      These consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated.

Use of estimates

      The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of any contingent assets and liabilities as at the date of the consolidated financial statements as well as the reported amounts of expenses incurred during the period. Significant areas requiring the use of management estimates include the determination of potential impairments of asset values, the calculation of fair values of options and warrants, and rates for depreciation of equipment. Actual results could differ from those estimates.

Financial instruments

      The Company’s financial instruments consist of current assets and current liabilities the fair value of which approximate their carrying values due to their short-term nature. Financial risk is the risk arising from fluctuations in foreign currency exchange rates. The Company does not use any derivative or hedging instruments to reduce its exposure to fluctuations in foreign currency exchange rates or metal prices.

Mineral property acquisition costs

      The costs of acquiring mineral properties are capitalized and will be amortized over their estimated useful lives following the commencement of production or written-off if the properties are sold or abandoned.

      Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.

      The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the development of the properties and upon future profitable production or alternatively upon the Company’s ability to recover its spent costs from the sale of its interests.

F-8

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values.

Exploration and development costs

      Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.

Foreign currency translation

      The U.S. dollar is the functional currency of the Company. Transactions involving foreign currencies for items included in operations are translated into U.S. dollars using average exchange rates; monetary assets and liabilities are translated at the exchange rate prevailing at the balance sheet date and all other balance sheet items are translated at the historical rates applicable to the transactions that comprise the amounts. Translation gains and losses are included in the determination of net income.

Equipment

      Equipment is recorded at cost and is comprised of office furniture and computer equipment which is amortized over its estimated useful life on a straight line basis over 5 years.

Income taxes

      Income taxes are accounted for using the liability method of tax allocation. Under this method deferred income tax assets and liabilities are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities.

      The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the enactment. In addition, deferred tax assets are recognized to the extent their realization is more likely than not.

Stock-based compensation

      As permitted by Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”), the Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), and complies with the disclosure provisions of SFAS No. 123 for its employee and director stock-based compensation. Under APB No. 25, no compensation expense is recognized at the time of option grant if the exercise price of the employee or director stock option is fixed and equals or exceeds the fair value of the underlying common stock on the date of the grant and the number of shares to be issued pursuant to the exercise of such option are known and fixed at the date of grant.

      For options issued to consultants, the Company measures compensation based on the fair value method as prescribed under SFAS No. 123. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted to consultants.

F-9

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

      The Company applies the fair value based method of accounting for stock issued at below market value to employees and directors. The difference between fair value and the price at which stock is issued to employees and directors is recognized as compensation expense.

Loss per share

      Loss per common share is determined based on the weighted average number of common shares outstanding during the year. Diluted earnings per share are calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are applied to repurchase common shares at the average market price for the period. Stock options and warrants are dilutive when the Company has income from continuing operations and when the average market price of the common shares during the period exceeds the exercise price of the options and warrants.

Asset retirement obligations

      The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that results from the acquisition, construction, development or normal use of the assets with a corresponding increase in the carrying amount of the related long-lived asset. This amount is then depreciated over the estimated useful life of the asset. Over time, the liability is increased to reflect an interest element considered in its initial measurement at fair value. The amount of the liability will be subject to re-measurement at each reporting period. Currently, the Company has no asset retirement obligations.

Recent Accounting Pronouncements

      On April 15, 2005, the U.S. Securities and Exchange Commission (“SEC”) announced that it would provide for a phased-in implementation process for FASB Statement No. 123(R), Share-Based Payment (“SFAS 123(R)”). The SEC would require that registrants adopt SFAS 123(R)’s fair value method of accounting for share-based payments to employees no later than the beginning of the first interim or annual period beginning after December 15, 2005. The Company plans to adopt SFAS 123(R) effective January 1, 2006.

      On March 30, 2005, the Financial Accounting Standards Board (“FASB”) ratified the consensus of the Emerging Issues Task Force (“EITF”) of the FASB Issue 04-6 that stripping costs incurred during the production phase of a mine are variable production costs that should be included in the costs of the inventory produced during the period that the stripping costs are incurred. This consensus is effective for the first reporting period in fiscal years beginning after December 15, 2005, with early adoption permitted. To date the Company has not incurred any stripping costs. The Company plans to adopt the consensus effective April 1, 2006.

F-10

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

3. EQUIPMENT

	March 31, 2005
			Accumulated		Net Book
	Cost		Amortization		Value
Office equipment	$	32,080	$	9,144	$	22,936

	March 31, 2004
			Accumulated		Net Book
	Cost		Amortization		Value
Office equipment	$	16,988	$	2,548	$	14,440

4. MINERAL PROPERTY

      The Company initially entered into a property option agreement dated July 21, 2003 to acquire up to a 70% interest in the Borealis property in Nevada, USA from Golden Phoenix Minerals, Inc. (“GPXM”) for cash consideration of $125,000 and the obligation to make qualifying expenditures over several years. On January 28, 2005, the Company purchased outright the rights to a full 100% interest in the property for $1,400,000. A cash payment of $400,000 was made on closing with four quarterly payments of $250,000 to be made over the following 12 months. The Company pledged 15% of the shares of its subsidiary, Borealis Mining Company, as security to GPXM against non-payment of the outstanding obligation.

	2005		2004
Acquisition costs, opening	$	199,753	$	—
Current expenditures		1,575,573		199,753
Acquisition costs, closing	$	1,775,326	$	199,753

5. EXPLORATION

				Period from		Period from
				April 24, 2003		April 24, 2003
		Year ended		(inception) to		(inception)
		March 31,		March 31,		to March 31,
		2005		2004		2005
NEVADA, USA
Borealis property
Exploration
	Property maintenance	$	461,105	$	118,371	$	579,476
	Project management		198,343		149,826		348,169
	Drilling		129,014		5,480		134,494
	Engineering		119,299		23,476		142,775
	Geological		66,641		115,376		182,017
	Metallurgy		30,673		3,938		34,611
	Maps, reports and reproductions		4,098		25,765		29,863
Total exploration		$	1,009,173	$	442,232	$	1,451,405

F-11

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

6. CAPITAL STOCK

a] Authorized capital stock consists of 60,000,000 common shares with a par value of $0.001 per share and 15,000,000 preferred shares with a par value of $0.001 per share.

Issued common shares:

									Additional
			Price per		Number of				Paid-In
			Share		Shares (#)		Par Value		Capital			Total
Balance, at inception			$	—		—	$	—	$	—		$	—
Issued for:
	private placements			0.10		3,000,000		3,000		297,000			300,000
	private placements [note 7]			0.15		3,500,000		3,500		521,500			525,000
	private placements			0.20		7,116,000		7,116		1,416,084			1,423,200
	private placements			0.225		760,000		760		170,240			171,000
Compensation component of shares issued [note 7]				—		—		—		76,000			76,000
Balance at March 31, 2004				—		14,376,000		14,376		2,480,824			2,495,200
Issued for:
	private placements [note 7]			0.35		500,000		500		174,500			175,000
	private placements			0.65		6,815,962		6,816		4,423,559			4,430,375
Compensation component of shares issued [note 7]				—		—		—		150,000			150,000
Less:
		share issue costs  — cash		—		—		—		(110,915	)		(110,915	)
		share issue costs — fair value of agent’s warrants(b)		—		—		—		(45,100	)		(45,100	)
Fair value of options granted to a consultant(c)				—		—		—		34,300			34,300
Fair value of warrants issued to agent as compensation for services provided(b)				—		—		—		45,100			45,100
Balance at March 31, 2005						21,691,962	$	21,692	$	7,152,268		$	7,173,960

      During fiscal 2005, the private placements at $0.65 were for units comprising one common share and ¹/2 of one common share warrant. Each whole warrant entitles the holder to purchase a common share at a price of $0.90 per share for a period of 24 months from the date of issue or 9 months following the date the Company becomes listed on a recognized stock exchange, whichever is earlier. The Company also issued compensation warrants (“broker warrants”) to an agent with respect to a private placement of common shares.

F-12

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

b] Warrants:

      The following table contains information with respect to all warrants:

		Number of		Fair Value of
		Warrants (#)		Warrants
Warrants outstanding, March 31, 2004			—	$	—
Issued for:
	private placements		3,407,981		—
	agent’s compensation		141,008		45,100
Exercised			—		—
Warrants outstanding, March 31, 2005			3,548,989	$	45,100

      The following table summarizes information about warrants outstanding as at March 31, 2005:

Warrants Outstanding and Exercisable
		Average Life		Weighted
Shares (#)		Years		Average Price
	3,407,981		1.9	$	0.90
	141,008		2.8		0.65
	3,548,989		1.9	$	0.89

      The fair value of agent’s warrants issued has been estimated using the Black-Scholes Option Pricing Model based on the following assumptions: a risk-free interest rate of 3.02%; expected life of 3 years; an expected volatility of 72.3% (based on available information on volatility of stocks of publicly traded companies in the industry); and no expectation for the payment of dividends.

c] Stock options:

      On March 29, 2005, the Board of Directors adopted the 2004 Stock Incentive Plan (“the Plan”) and on May 13, 2005 the Plan was approved by the shareholders. Under the Plan a total of 3,000,000 stock options may be granted over a 10 year period, with vesting provisions determined by the Board. On the date of adoption 2,000,000 options were granted to directors, officers and a consultant, which vested immediately and are exercisable for 5 years at a price of $0.75 per share

      The consultant received 100,000 options which resulted in compensation expense of $34,300 being recorded as consulting fees during the year ended March 31, 2005.

      The following table summarizes information about stock options outstanding as at March 31, 2005:

Options Outstanding and Exercisable
		Weighted Average
		Contractual Life
Shares (#)		Years		Exercise Price
	2,000,000		5.0	$	0.75

      The impact on the Company’s net loss and net loss per share had the Company recognized stock-based compensation using the fair value method for options issued to employees and directors would have been as follows:

F-13

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

				Period from			Period from
				April 24, 2003			April 24, 2003
	Year ended			(inception) to			(inception) to
	March 31,			March 31,			March 31,
	2005			2004			2005
Net loss for the period	$	(2,525,420	)	$	(1,115,925	)	$	(3,641,345	)
Additional compensation expense		(651,700	)		—			(651,700	)
Pro forma net loss for the period	$	(3,177,120	)	$	(1,115,925	)	$	(4,293,045	)
Pro forma basic and diluted loss per share	$	(0.21	)	$	(0.14	)

      The pro forma compensation expense reflected above has been estimated using the Black-Scholes option pricing model. The assumptions used in the pricing model include:

	2005		2004
Dividend yield		0%		—
Expected volatility		72.3%		—
Risk free interest rate		3.24%		—
Expected lives		4 years		—

      Options pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the stock. Changes in these assumptions can materially affect the fair value estimate and therefore it is management’s view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company’s equity instruments.

7. RELATED PARTY TRANSACTIONS

      All transactions with related parties have occurred in the normal course of operations and are measured at their exchange amount as determined by management. All material transactions and balances with related parties not disclosed elsewhere are described below.

      Directors and officers of the Company were paid $429,946 in 2005 [$395,817 for the period from inception to March 31, 2004] through consulting arrangements for technical and management services. As at March 31, 2005, $10,250 was included in accounts payable and accrued liabilities for the above services (2004: $1,500).

      The Company issued common shares to officers and directors for which proceeds of $54,360 are receivable at March 31, 2005 [2004 — $389,125]. Promissory notes bearing interest of 1.5% and 2% for the full amounts outstanding have been issued to the Company as partial consideration for these shares and the Company is holding the related share certificates. As of June 29, 2005, all amounts outstanding have been received in cash by the Company.

      On September 7, 2004, the Company signed an employment agreement with a key employee which among other things required him to purchase 500,000 common shares at $0.35 per share. The Company has determined that the fair value of the stock at the time was $0.65 per share and accordingly recorded an additional $150,000 of compensation expense during the year ended March 31, 2005.

      On September 16, 2003 and March 8, 2004, the Company issued 270,000 and 1,250,000 shares respectively of common stock to directors at $0.15 per share. The Company has determined that the fair value of the stock at the time of those issuances was $0.20 per share and accordingly recorded an additional $76,000 of compensation expense during the period from April 24, 2003 (inception) to March 31, 2004.

F-14

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

8. INCOME TAXES

      Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax balances are as follows:

	2005			2004
Deferred tax assets
Net operating loss carryforwards	$	1,050,502		$	301,444
Mineral property basis		189,711			83,227
Exploration costs		88,120			27,531
Total deferred tax assets		1,328,333			412,202
Valuation allowance		(1,326,909	)		(409,064	)
Net deferred tax assets		1,425			3,138
Deferred tax liabilities
Equipment		(776	)		(272	)
Prepaid expenses		(648	)		(2,866	)
Total deferred tax liabilities		(1,425	)		(3,138	)
	$	—		$	—

      The potential income tax benefits relating to the deferred tax assets have not been recognized in the consolidated financial statements as their realization did not meet the requirements of “more likely than not” under the liability method of tax allocation. Accordingly, no deferred tax assets have been recognized as at March 31, 2005 and 2004.

      The reconciliation of income taxes attributable to continuing operations computed at the statutory income tax rates to income tax recovery, at the statutory tax rate of 37.06% [2004 — 37.06%] is as follows:

	2005			2004
Tax at statutory tax rates	$	(846,981	)	$	(379,415	)
State taxes, net of federal benefit		(75,870	)		(33,876	)
Non-deductible items		5,006			4,227
Change in valuation allowance		917,845			409,064
	$	—		$	—

      At March 31, 2005 the Company has non-capital losses of approximately $2.8 million in the United States available for future deduction from taxable income and which expire prior to 2025. The Company has not recognized as an asset any of these potential deductions as it cannot be considered likely that they will be utilized.

9. RECLAMATION DEPOSIT

      The Company has purchased a performance bond for $31,400 from an insurance company in support of its potential future obligations under a Plan of Operation for exploration filed with the U.S. Forest Service. At March 31, 2005, the Company had no outstanding performance obligations related to reclamation work

F-15

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

following drilling activities secured by this bond. The Company continues to hold the bond in support of potential future obligations under the Plan of Operation for exploration filed with the U.S. Forest Service.

10. COMMITMENTS

      A portion of the Borealis Property is subject to a mining lease. The Company is required to make monthly lease payments of $8,614, adjusted annually based on the Consumer Price Index, for the duration of the lease term. In addition, production of precious metals from the Borealis Property will be subject to the payment of a royalty under the terms of the mining lease. The mining lease expires in 2009, but may be renewed by the Company annually thereafter, so long as mining activity continues on the Borealis Property. The Company has the option to terminate the mining lease at any time prior to expiry in 2009.

11. RESTATEMENT

      The Company reviewed the accounting for certain share and option transactions since its inception and has restated its financial results for three transactions: shares issued to an employee (see Note 7); shares issued to its directors (see Note 7); and stock options issued to a consultant (see Note 6(c)).

      The effect of these changes on previously reported results is to increase management salaries and consulting fees by $184,300 for the year ended March 31, 2005 and by $76,000 for the period from April 24, 2003 (inception) to March 31, 2004, to increase the loss in each of those periods by the same amount and to increase the basic and diluted loss per share by $0.02 for the year ended March 31, 2005 and by $0.01 for the period from April 24, 2003 (inception) to March 31, 2004.

12. SUBSEQUENT EVENTS

a]	Subsequent to March 31, 2005, 6,030,408 units comprising one share of common stock and 1/2 of one common share warrant, were issued pursuant to private placements at a price of $0.65 per unit. An additional 130,000 compensation warrants were issued pursuant to the private placement described above.
b]	On August 2, 2005, the Company granted stock options for a total of 300,000 shares to two newly appointed directors. These options vest immediately and are exercisable for 5 years at a price of $0.75 per share.
c]	Effective August 11, 2005, the Company increased its authorized capital from 60,000,000 shares of common stock with a par value of $0.001 per share to 150,000,000 shares of common stock with a par value of $0.001 per share.
d]	On August 17, 2005, a registration statement and prospectus was filed with the United States Securities and Exchange Commission and all provincial securities regulatory authorities in Canada in respect of an initial public offering of securities by the Company.

F-16

Unaudited Interim Consolidated Financial Statements

Gryphon Gold Corporation

(an exploration stage company)

June 30, 2005

(Stated in U.S. dollars)

F-17

Gryphon Gold Corporation

(an exploration stage company)

CONSOLIDATED BALANCE SHEETS

(Stated in U.S. dollars)

(Unaudited)

	As at			As at
	June 30, 2005			March 31, 2005
				(restated —
				see Note 9)
ASSETS
Current
Cash	$	5,859,298		$	3,065,436
Accounts receivable		3,308			8,735
Subscriptions receivable		—			54,360
Prepaid expenses		28,396			27,615
Total current assets		5,891,002			3,156,146
Reclamation deposit [note 7]		31,400			31,400
Equipment [note 3]		23,817			22,936
Mineral property costs [note 4]		1,775,326			1,775,326
	$	7,721,545		$	4,985,808
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$	397,371		$	453,193
Mineral property acquisition obligation [note 4]		750,000			1,000,000
Total liabilities		1,147,371			1,453,193
Commitments [note 8]
Stockholders’ equity
Common stock		27,722			21,692
Additional paid-in capital		11,005,715			7,152,268
Deficit accumulated during the exploration stage		(4,459,263	)		(3,641,345	)
Total stockholders’ equity		6,574,174			3,532,615
	$	7,721,545		$	4,985,808

On behalf of the Board:
/s/ Albert J. Matter Director	/s/ Anthony (Tony) D. J. Ker --------------------------------------------- Director

See accompanying notes

F-18

Gryphon Gold Corporation

(an exploration stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in U.S. dollars)

(Unaudited)

							Period from
	Three months ended						April 24, 2003
							(inception)
	June 30,			June 30,			to June 30,
	2005			2004			2005
							(restated —
							see Note 9)
EXPENSES
Exploration [note 5]	$	340,072		$	529,058		$	1,791,477
Management salaries and consulting fees		196,301			99,022			1,661,032
Legal and audit		169,859			9,954			492,399
Travel and accommodation		53,986			30,728			263,645
General and administrative		79,091			18,530			282,133
Depreciation		1,735			1,083			10,879
Foreign exchange loss		14,763			3,469			7,053
Interest income		(37,889	)		(587	)		(49,355	)
Net loss for the period	$	(817,918	)	$	(691,257	)	$	(4,459,263	)
Basic and diluted loss per share	$	(0.03	)	$	(0.05	)
Basic and diluted weighted average number of common shares outstanding		26,150,210			14,376,000

See accompanying notes

F-19

Gryphon Gold Corporation

(an exploration stage company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Stated in U.S. dollars)

(Unaudited)

									Deficit
									accumulated
		Common Stock							during the
						Additional			exploration
		Shares (#)		Amount		paid-in capital			stage			Total
						(restated — see Note 9)
Balance, April 24, 2003			—	$	—	$	—		$	—		$	—
Shares issued:
	For private placements [note 6[a]]		14,376,000		14,376		2,404,824			—			2,419,200
Compensation component of shares issued			—		—		76,000			—			76,000
Net loss for the period			—		—		—			(1,115,925	)		(1,115,925	)
Balance, March 31, 2004			14,376,000		14,376		2,480,824			(1,115,925	)		1,379,275
Shares issued:
	For private placements [note 6[a]]		7,315,962		7,316		4,598,059			—			4,605,375
	Share issue costs [note 6[a]]		—		—		(156,015	)		—			(156,015	)
Compensation component of shares issued			—		—		150,000			—			150,000
Fair value of agent’s warrants issued [note 6[b]]			—		—		45,100			—			45,100
Fair value of options granted to a consultant [note 6(c)]			—		—		34,300			—			34,300
Net loss for the year			—		—		—			(2,525,420	)		(2,525,420	)
Balance, March 31, 2005			21,691,962	$	21,692	$	7,152,268		$	(3,641,345	)	$	3,532,615
Shares issued:
	For private placements		6,030,408		6,030		3,913,735			—			3,919,765
	Share issue costs		—		—		(95,388	)		—			(95,388	)
Fair value of agent’s warrants issued [note 6[b]]			—		—		35,100			—			35,100
Net loss for the period			—		—		—			(817,918	)		(817,918	)
Balance, June 30, 2005			27,722,370	$	27,722	$	11,005,715		$	(4,459,263	)	$	6,574,174

See accompanying notes

F-20

Gryphon Gold Corporation

(an exploration stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in U.S. dollars)

(Unaudited)

								Period from
		Three months ended						April 24, 2003
								(inception) to
		June 30,			June 30,			June 30,
		2005			2004			2005
								(restated —
								see Note 9)
OPERATING ACTIVITIES
Net loss for the period		$	(817,918	)	$	(691,257	)	$	(4,459,263	)
Items not involving cash:
	Depreciation		1,735			1,083			10,879
	Shares issued for consulting fee		—			—			78,375
	Compensation component of shares issued		—			—			226,000
	Fair value of options granted to a consultant		—			—			34,300
Changes in non-cash working capital items:
	Amounts receivable		5,427			766			(3,308	)
	Accounts payable and accrued liabilities		(55,822	)		83,119			397,371
	Prepaid expenses		(781	)		(1,508	)		(28,396	)
Cash used in operating activities			(867,359	)		(607,797	)		(3,744,042	)
INVESTING ACTIVITIES
Reclamation deposit			—			(31,400	)		(31,400	)
Purchase of equipment			(2,616	)		(4,674	)		(34,696	)
Mineral property expenditures			(250,000	)		(57,082	)		(1,025,326	)
Cash used in investing activities			(252,616	)		(93,156	)		(1,091,422	)
FINANCING ACTIVITIES
Cash received for shares			3,919,765			301,000			10,476,840
Share issue costs			(60,288	)		—			(171,203	)
Subscription receivables collected			54,360			121,625			389,125
Cash provided by financing activities			3,913,837			422,625			10,694,762
Increase in cash during the period			2,793,862			(278,328	)		5,859,298
Cash, beginning of period			3,065,436			975,551			—
Cash, end of period		$	5,859,298		$	697,223		$	5,859,298

See accompanying notes

F-21

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. dollars)

(Unaudited)

1. NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

      Gryphon Gold Corporation and its subsidiary, Borealis Mining Company (collectively, “the Company”), were incorporated in the State of Nevada in 2003. The Company is an exploration stage company in the process of exploring its mineral properties, and has not yet determined whether these properties contain reserves that are economically recoverable.

      The recoverability of amounts shown for mineral property interests in the Company’s consolidated balance sheets are dependent upon the existence of economically recoverable reserves, the ability of the Company to arrange appropriate financing to complete the development of its properties, the receipt of necessary permitting and upon achieving future profitable production or receiving proceeds from the disposition of the properties. The timing of such events occurring, if at all, is not yet determinable.

2. BASIS OF PRESENTATION

      These interim unaudited consolidated financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial statements, applied on a consistent basis. These interim financial statements follow the same significant accounting policies and methods of application as those disclosed in Note 2 to the Company’s audited consolidated financial statements as at and for the year ended March 31, 2005 (the “Annual Financial Statements”). Accordingly, they do not include all disclosures required for annual financial statements. These interim unaudited consolidated financial statements and notes thereon should be read in conjunction with the Annual Financial Statements.

      The preparation of these interim unaudited consolidated financial statements and the accompanying notes requires management to make estimates and assumptions that affect the amounts reported. In the opinion of management, these interim unaudited consolidated financial statements reflect all adjustments (which include only normal, recurring adjustments) necessary to state fairly the results for the periods presented. Actual results could vary from these estimates and the operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

3. EQUIPMENT

	June 30, 2005
			Accumulated		Net Book
	Cost		Depreciation		Value
Office equipment	$	34,696	$	10,879	$	23,817

	March 31, 2005
			Accumulated		Net Book
	Cost		Depreciation		Value
Office equipment	$	32,080	$	9,144	$	22,936

4. MINERAL PROPERTY

      The Company initially entered into a property option agreement dated July 21, 2003 to acquire up to a 70% interest in the Borealis property in Nevada, USA from Golden Phoenix Minerals, Inc. (“GPXM”) for cash consideration of $125,000 and the obligation to make qualifying expenditures over several years. On January 28, 2005, the Company purchased outright the rights to a full 100% interest in the property for $1,400,000. A cash payment of $400,000 was made on closing with four quarterly payments of $250,000 to be

F-22

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

(Unaudited)

made over the following 12 months. The Company pledged 15% of the shares of its subsidiary, Borealis Mining Company, as security to GPXM against non-payment of the outstanding obligation.

	2005
Acquisition costs, March 31, 2005	$	1,775,326
Current expenditures		—
Acquisition costs, June 30, 2005	$	1,775,326

5. EXPLORATION

						Period from
		Three months ended				April 24, 2003
						(inception) to
		June 30,		June 30,		June 30,
		2005		2004		2005
NEVADA, USA
Borealis property
Exploration
	Property maintenance	$	66,803	$	266,160	$	646,279
	Project management		5,023		76,036		363,192
	Drilling		160,362		122,214		284,856
	Engineering		—		57,007		142,775
	Geological		107,884		6,721		290,901
	Metallurgy		—		210		34,611
	Maps, reports and reproductions		—		710		28,863
Total exploration		$	340,072	$	529,058	$	1,791,477

6. CAPITAL STOCK

a]	Authorized share capital consists of 60,000,000 common shares with a par value of $0.001 per share and 15,000,000 preferred shares with a par value of $0.001 per share. (See subsequent event note 9.)
b]	Warrants:

      The following table contains information with respect to all warrants:

		Number of		Fair value of
		warrants (#)		warrants
Warrants outstanding, March 31, 2005			3,548,989	$	45,100
Issued for:
	private placement		3,015,204		—
	agent’s compensation		130,000		35,100
Exercised			—		—
Warrants outstanding, June 30, 2005			6,694,193	$	80,200

F-23

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

(Unaudited)

      The following table summarizes information about warrants outstanding as at June 30, 2005:

Warrants Outstanding and Exercisable
		Average Remaining Life
Shares (#)		Years		Weighted Average Price
	6,423,185		1.7	$	0.90
	271,008		2.2		0.65
	6,694,193		1.8	$	0.89

      The fair value of agent’s warrants issued has been estimated using the Black-Scholes Option Pricing Model based on the following assumptions: a risk-free interest rate of 3.02% and [3.24%]; expected life of 3 and 2 years depending on their terms; an expected volatility of 72.3% (the stock has no trading history and accordingly volatility is not determinable); and no expectation for the payment of dividends.

c] Stock options:

      On March 29, 2005, the Board of Directors adopted the 2004 Stock Incentive Plan (“the Plan”) and on May 13, 2005 the Plan was approved by the shareholders. Under the Plan total of 3,000,000 stock options may be granted over a 10 year period, with vesting provisions determined by the Board. On the date of adoption 2,000,000 options were granted to directors, officers and a consultant, which vested immediately and are exercisable for 5 years at a price of $0.75 per share

      The consultant received 100,000 options which resulted in compensation expense of $34,300 being recorded as consulting fees during the year ended March 31, 2005.

      The following table summarizes information about stock options outstanding as at June 30, 2005:

Options Outstanding and Exercisable
		Weighted Average Contractual Life
Shares (#)		Years		Exercise Price
	2,000,000		5.0	$	0.75

      The impact on the Company’s net loss and net loss per share had the Company recognized stock-based compensation using the fair value method for options issued to employees and directors would have been as follows:

							Period from
	Three months ended						April 24, 2003
							(inception) to
	June 30, 2005			June 30, 2004			June 30, 2005
Net loss for the period	$	(817,918	)	$	(691,257	)	$	(4,459,263	)
Additional compensation expense		—			—			(651,700	)
Pro forma net loss for the period	$	(817,918	)	$	(691,257	)	$	(5,110,963	)
Pro forma basic and diluted loss per share	$	(0.03	)	$	(0.05	)

      The pro forma compensation expense reflected above has been estimated using the Black-Scholes option pricing model.

7. RECLAMATION DEPOSIT

      The Company has purchased a performance bond for $31,400 from an insurance company in support of its potential future obligations under a Plan of Operation for exploration filed with the U.S. Forest Service. At

F-24

Gryphon Gold Corporation

(an exploration stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Stated in U.S. dollars)

(Unaudited)

June 30, 2005, the Company recorded a reclamation liability of $10,000 related to drilling activity during the quarter. The Company continues to hold the bond in support of current and future obligations under the Plan of Operation for exploration filed with the U.S. Forest Service.

8. COMMITMENTS

a]

A portion of the Borealis Property is subject to a mining lease. The Company is required to make monthly lease payments of $8,614, adjusted annually based on the Consumer Price Index, for the duration of the lease term. In addition, production of precious metals from the Borealis Property will be subject to the payment of a royalty under the terms of the mining lease. The mining lease expires in 2009, but may be renewed by the Company annually thereafter, so long as mining activity continues on the Borealis Property. The Company has the option to terminate the mining lease at any time prior to expiry in 2009.

b]

During the first quarter of 2006, the Company entered into leases for office space in Lakewood, CO and Vancouver, BC for 5 and 3 year terms, respectively. The following are related commitments in the next 5 years:

	$
2006		42,000
2007		68,000
2008		68,700
2009		48,000
2010		38,000

9. RESTATEMENT

      The Company reviewed the accounting for certain share and option transactions since its inception and has restated its financial results for three transactions: shares issued to an employee; shares issued to its directors; and stock options issued to a consultant.

      The effect of these changes on previously reported results is to increase management salaries and consulting fees by $260,300 for the period from April 24, 2003 (inception) to June 30, 2005 and to increase the net loss for the period by the same amount.

10. SUBSEQUENT EVENTS

a]	On August 2, 2005, the Company granted stock options for a total of 300,000 shares to two newly appointed directors. These options vest immediately and are exercisable for 5 years at a price of $0.75 per share.
b]	Effective August 11, 2005, the Company increased its authorized capital from 60,000,000 shares of common stock with a par value of $0.001 per share to 150,000,000 shares of common stock with a par value of $0.001 per share.
c]	On August 17, 2005, a registration statement and prospectus was filed with the United States Securities and Exchange Commission and all provincial securities regulatory authorities in Canada in respect of an initial public offering of securities by the Company.

F-25

GRYPHON GOLD CORPORATION

                                       UNITS

          Each unit will be offered at a price of $                      per unit and will consist of one (1) share of our common stock and one-half of one (1/2) Class A Warrant; each whole Class A Warrant is exercisable to acquire one share of common stock at a price of $                     until 5:00 p.m. (New York time) on                     .

PROSPECTUS

                     , 2005

      No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with the offer made by this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the company or the representative. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the company since the date hereof. This prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

      Until                     , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 23. Other Expenses of Issuance and Distribution.

      The following table sets forth the costs and expenses, other than the agent’s discounts and commissions, payable by the Registrant in connection with the sale of the Common Stock being registered. All amounts are estimates except the SEC registration fee, the NASD filing fees and the Toronto Stock Exchange listing fees.

		Amount to
		be Paid
SEC registration fee		$	3,502.33
NASD filing fee		$	3,476.00
TSX listing fee			*
Legal fees and expenses			*
Accounting fees and expenses			*
Printing expenses			*
Blue sky fees and expenses (including legal fees)			*
Transfer agent and registrar fees			*
Miscellaneous			*
	Total		*

*  To be supplied by amendment.

Item 24. Indemnification of Directors and Officers.

      The Company’s Bylaws and Articles of Incorporation (the “Certificate of Incorporation”) provide that we shall, to the full extent permitted by the Nevada General Business Corporation Law, as amended from time to time (the “Nevada Corporate Law”), indemnify all of our directors and officers. Section 78.7502 of the Nevada Corporate Law provides in part that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

      Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Under our Certificate of Incorporation, the indemnitee is presumed to be entitled to indemnification and we have the burden of proof to overcome that presumption. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such offer or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for

II-1

indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 25. Recent Sales of Unregistered Securities.

      Since our inception we have offered and sold the following securities in unregistered transactions pursuant to exemptions under the Securities Act of 1933, as amended.

      On or about May 15, 2003, we issued 3,000,000 shares of common stock to our founding shareholders at $0.10 per share. We offered and sold shares outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act and in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On or about June 15, 2003, we issued 1,885,000 shares of common stock at $0.15 per share to our directors. We offered and sold shares outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act and in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On or about August 15, 2003, we issued 1,902,500 shares of common stock at $0.20 per share and 537,500 shares of common stock at $0.225 per share payable by installment promissory notes. We offered and sold shares outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act and in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On or about September 16, 2003, we issued 270,000 shares of common stock at $0.15 per share to a director, 1,400,000 shares of out common stock at $0.20 per share, and an additional 100,000 shares of our common stock at $0.225 per share payable by installment promissory notes. We offered and sold shares outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act and in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On or about December 17, 2003, we issued 95,000 shares of common stock at $0.15 per share to a director, 3,663,500 shares of common stock at $.20 per share and 122,500 shares of common stock at $0.225 per share payable by installment promissory notes. We offered and sold shares outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act and in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On or about March 8, 2004, we issued 1,250,000 shares of common stock at $0.15 per share to our directors and 150,000 shares of common stock at $0.20 per share. We offered and sold shares outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act and in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

II-2

      On September 7, 2004, we reserved for issuance and later sold 500,000 shares of common stock to Tom Sitar, our chief financial officer at $0.35 per share under the terms of his employment agreement. The shares were issued in a private transaction not involving a public offering pursuant to exemptions available under Section 4(2) of the Securities Act.

      On September 28, 2004, we sold 778,500 shares of common stock at $0.65 per share and subsequently issued 389,250 share purchase warrants to each purchaser exercisable to acquire one share of common stock at $0.90 per share until the earlier of two years from the date of issuance or nine months after our shares of common stock are listed for trading on a recognized exchange. We offered and sold units outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act. We offered and sold units solely to accredited investors in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On January 26, 2005, we sold 1,410,077 units at $0.65 per unit. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock at $0.90 per share until the earlier of two years from the date of issuance or nine months after our shares of common stock are listed for trading on a recognized exchange. We offered and sold units outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act. We offered and sold units solely to accredited investors in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On March 28, 2005, we sold 4,627,385 units at $0.65 per unit. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock at $0.90 per share until the earlier of two years from the date of issuance or nine months after our shares of common stock are listed for trading on a recognized exchange. We offered and sold units outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act. We offered and sold units to accredited investors in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On or about March 29, 2005, we granted options exercisable to acquire 2,000,000 shares of common stock at $0.75 per share to officers, directors, employees and a consultant in compensatory transactions not involving a public offering pursuant to exemptions available under Rule 701 of the Securities Act.

      On April 1, 2005, we sold 1,300,000 units at $0.65 per unit. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock at $0.90 per share until the earlier of two years from the date of issuance or nine months after our shares of common stock are listed for trading on a recognized exchange. We offered and sold units outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act. We offered and sold units solely to accredited investors in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On April 25, 2005, we sold 4,221,154 units at $0.65 per unit. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one share of common stock at $0.90 per share until the earlier of two years from the date of issuance or nine months after our shares of common stock are listed for trading on a recognized exchange. We offered and sold units outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act. We offered and sold units solely to accredited investors in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On June 22, 2005, we sold 509,254 units at $0.65 per unit. Each unit consisted of one share of common stock and one-half of one share purchase warrant, each whole warrant exercisable to acquire one

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share of common stock at $0.90 per share until the earlier of two years from the date of issuance or nine months after our shares of common stock are listed for trading on a recognized exchange. We offered and sold units outside the United States to non-U.S. persons in off-shore transactions pursuant to the exemption from registration available under Regulation S of the Securities Act. We offered and sold units solely to accredited investors in the United States in private transactions not involving a public offering pursuant to exemptions available under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

      On August 3, 2005, we granted options exercisable to acquire 300,000 shares of common stock at $0.75 per share to two new independent directors in compensatory transactions not involving a public offering pursuant to exemptions available under Rule 701 of the Securities Act.

Item 26. Exhibits and Financial Statement Schedules.

(a)  Exhibits

      The following is a list of exhibits filed as part of this Registration Statement:

Exhibit
Number			Description
	1	.1(3)	Form of Underwriting Agreement
	1	.2*	Form of U.S. Selling Agent Agreement
	3	.1(1)	Articles of Incorporation of Gryphon Gold Corporation, filed April 24, 2003
	3	.2(1)	Certificate of Amendment to Articles of Incorporation of Gryphon Gold Corporation, filed August 9, 2005
	3	.3(1)	Bylaws of Gryphon Gold Corporation
	3	.4(1)	Articles of Incorporation of Borealis Mining Company, filed June 5, 2003
	3	.5(1)	Bylaws of Borealis Mining Company
	4	.1*	Specimen Common Stock certificate
	4	.2	Form of Warrant Indenture
	5	.1*	Opinion of United States Counsel
	10	.1(1)	Investor Rights Agreement by and among Gryphon Gold Corporation and the Stockholders Party Hereto, dated as of May 1, 2003, as amended
	10	.2(1)	Assignment of Borealis Mining Lease, dated January 10, 2005, between Golden Phoenix Mineral Company and Borealis Mining Company
	10	.3(1)	Agreement and Consent to Assignment of Borealis Mining Lease, entered into as of January 26, 2005, between Richard J. Cavell, Hardrock Mining Company, John W. Whitney, Golden Phoenix Minerals, Inc., Borealis Mining Company and Gryphon Gold Corporation
	10	.4(1)	Escrow Agreement, dated January 10, 2005, between Borealis Mining Company, Gryphon Gold Company and Lawyers Title Agency of Arizona (Regarding Purchase Agreement dated January 10, 2005)
	10	.5(1)	Purchase Agreement dated January 10, 2005, as amended, Seller: Golden Phoenix Minerals, Inc., Buyer: Borealis Mining Company and Guarantor: Gryphon Gold Corporation
	10	.6(1)	Agreement between Golden Phoenix Minerals, Inc. and Borealis Mining Company (Borealis Property, Mineral County, Nevada), dated July 21, 2003
	10	.7(1)	Agency Agreement/ Investment Advisory Retainer, between Gryphon Gold Corporation and Desjardins Securities Inc., signed March 9, 2005
	10	.8(1)	Service Agreement between Gryphon Gold Corporation and The Kottmeier Resolution Group Ltd., dated May 17, 2005
	10	.9(1)	Office Building Lease dated June 22, 2005, related to Lakewood, Colorado office
	10	.10(1)	Executive Compensation Agreement, dated October 1, 2003, between Gryphon Gold Corporation and Allen Gordon dba Evergreen Mineral Ventures LLC
	10	.11(1)	Assignment Assumption Agreement between Gryphon Gold Corporation and Allen Gordon
	10	.12(1)	Executive Compensation Agreement, dated October 1, 2003, between Gryphon Gold Corporation and Albert Matter
	10	.13(1)	Executive Compensation Agreement, dated February 1, 2004, between Gryphon Gold Corporation and Tony Ker

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Exhibit
Number			Description
	10	.14(1)	Executive Compensation Agreement, dated November 1, 2004, between Gryphon Gold Corporation and Thomas Sitar
	10	.15(1)	Executive Compensation Agreement, dated June 1, 2005 between Gryphon Gold Corporation and Donald Ranta
	10	.16(1)	Gryphon Gold Corporation 2004 Stock Incentive Plan
	10	.17*	Form of Escrow Agreement
	10	.18(2)	Form of Lock Up Agreement — Shareholders
	10	.19(2)	Form of Lock Up Agreement for Executive Officers and Directors
	10	.20(2)	Warrant Agreement dated August 10, 2005, between Gryphon Gold Corporation and Computershare Trust Company, Inc. (Golden, Colorado)
	14	.1(2)	Code of Business Conduct and Ethics
	16	.1(2)	Letter on Change of Certifying Accountant
	23	.1	Consent of Ernst & Young LLP
	23	.2*	Consent of United States Counsel (included in the opinion filed as Exhibit 5.1.)
	23	.3(2)	Consent of Mr. Alan C. Noble, P.E. of Ore Reserves Engineering in Lakewood, CO
	23	.4(2)	Consent of Qingping Deng of Behre Dolbear and Company, Inc. in Denver, CO
	23	.5	Consent of the Gold Field Mineral Services
	24	.1(1)	Powers of Attorney (included on Signature Page)

*  To be filed by amendment.

(1)	Previously filed on Form SB-2 on August 17, 2005.
(2)	Previously filed on Form SB-2 on October 6, 2005.
(3)	Attachments, schedules and exhibits to Exhibit 1.1 have been omitted and will be filed by amendment.

(b)  Financial Statement Schedules.

      Omitted because they are either inapplicable or the required information has been given in the consolidated financial statements or the notes thereto.

Item 27. Undertakings.

      The Registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement, certificates in such denominations and registered in such names as required by the Agents to permit prompt delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      The undersigned Registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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      (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

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SIGNATURES

      In accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized registration statement to be signed on its behalf by the undersigned, in the city of Vancouver, British Columbia, Canada, on October 26, 2005.

Gryphon Gold Corporation

By:  /s/ Allen S. Gordon

Allen S. Gordon

President and Director

(Chief Executive Officer)

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated:

/s/ Allen S. Gordon     Allen S. Gordon	Director, President and Chief Executive Officer (Principal Executive Officer)	October 26, 2005
/s/ Albert J. Matter     Albert J. Matter	Executive Chairman and Chairman of the Board	October 26, 2005
*     Donald E. Ranta	Director	October 26, 2005
*     Christopher E. Herald	Director	October 26, 2005
Richard W. Hughes	Director
*     Rohan Hazelton	Director	October 26, 2005
*     Donald W. Gentry	Director	October 26, 2005
/s/ Anthony (Tony) D. J. Ker     Anthony (Tony) D. J. Ker	Director	October 26, 2005
/s/ Thomas Sitar     Thomas Sitar	Chief Financial Officer (Principal Financial and Accounting Officer)	October 26, 2005

* By:  /s/ Allen S. Gordon
 

Allen S. Gordon
Attorney-in-Fact

II-7 EX-1.1 2 o18029bexv1w1.txt FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 1 UNDERWRITING AGREEMENT October o, 2005 Gryphon Gold Corporation Suite 810, 1130 West Pender Street Vancouver, BC V6E 4A4 Attention: Albert Matter Dear Sirs/Mesdames: Subject to the terms and conditions stated herein, we understand that Gryphon Gold Corporation, a corporation incorporated under the laws of Nevada (the "COMPANY"), proposes to complete its initial public offering by issuing and selling to a syndicate of underwriters comprised of Desjardins Securities Inc., CIBC World Markets Inc., Bolder Investment Partners Ltd. and Orion Securities Inc. (the "UNDERWRITERS"), for whom Desjardins Securities Inc. is acting as representative (the "REPRESENTATIVE"), o units of the Company (the "OFFERED UNITS") at a price of $o per Offered Unit to raise $o (the "OFFERING"). Each Offered Unit will consist of one share of its common stock, par value U.S.$0.001 (the "COMMON STOCK") and one-half of one Class A warrant (the "WARRANTS"). Each whole Warrant will entitle the holder to purchase one share of Common Stock at a price of $o until the date that is 12 months following the Closing Date (as hereinafter defined). At the option of the Underwriters, the Company also proposes, subject to the terms and conditions stated herein, to grant to the Underwriters an option (the "OVER-ALLOTMENT OPTION") to purchase up to o additional units to cover over-allotments (the "ADDITIONAL UNITS"). The Over-Allotment Option shall be exercisable, in whole or in part, at any time, and from time to time, during the period of 30 days following the Closing (as defined below) on written notice by the Representative, on behalf of the Underwriters, to the Company not later than two Business Days prior to the contemplated Over-Allotment Option Closing Date, specifying the number of Additional Units to be purchased and the date for delivery of the purchase for the Additional Units. Pursuant to such notice, the Underwriters shall purchase and the Company shall sell the number of Additional Units indicated in such notice, in accordance with the provisions of Sections 2 and 4 hereof. The Additional Units shall have attributes identical to the Offered Units. In consideration of the services provided by the Underwriters and agreement of the Underwriters to purchase the Offered Units and, if applicable, Additional Units, and to offer such securities to the public pursuant to the Prospectuses, the Company agrees to pay to the Underwriters, at the Closing Time (as defined below), the Underwriting Fee (as defined in section 3) and to issue to the Underwriters the Underwriters' Option as set forth in Section 3 hereof. For purposes of this Agreement, the "Transaction Securities" means the Offered Units, the Over-Allotment Option, the Additional Units, the Common Stock and Warrants constituting the Offered Units and the Additional Units, the Underwriters' Option and the Underlying Shares. The Offered Units and the Additional Units are referred to herein as the "Purchased Securities". - 2 - The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 25 hereof. 1. REPRESENTATIONS, WARRANTIES AND COVENANTS (i) The Company represents and warrants to, and agrees with, each Underwriter as set forth below: (a) A registration statement on Form SB-2 (No. 333-127635) with respect to the Transaction Securities has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the "SECURITIES ACT"), and the rules and regulations (the "RULES AND REGULATIONS") of the Commission thereunder, (ii) been filed with the Commission under the Securities Act and (iii) was declared effective by the Commission. Copies of such registration statement and the amendment thereto have been delivered by the Company to the Underwriters. As used in this Agreement, "Registration Statement" means such registration statement, as amended at the Effective Time, including all information contained in the Final U.S. Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the Registration Statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary U.S. Prospectus. (b) The Company has prepared and filed with the BCSC, as principal regulator under MRRS, and the other securities regulatory authorities in each of the Canadian Qualifying Jurisdiction, a preliminary long form prospectus in the English and French language relating to the issue of the Offered Units, the Over-Allotment Option and the Underwriters' Options in accordance with BC Policy 41-601 (the "PRELIMINARY PROSPECTUS"), as amended by an amended and restated preliminary long form prospectus dated October 5, 2005 (the "AMENDED PRELIMINARY PROSPECTUS"). The Preliminary Prospectus and the Amended Preliminary Prospectus were each filed with the securities regulatory authorities in each of the Canadian Qualifying Jurisdiction pursuant to National Instrument 43-201. The Company has obtained a preliminary MRRS decision document issued by the BCSC, in its capacity as principal regulator under the MRRS, evidencing preliminary receipts of each of the Canadian Qualifying Jurisdiction have been issued for the Preliminary Prospectus and the Amended Preliminary Prospectus (collectively, the "PRELIMINARY CANADIAN PROSPECTUS"). Copies of such Preliminary Prospectus and Amended Preliminary Prospectus have been delivered by the Company to the Underwriters. (c) When the Registration Statement became or becomes effective, upon the filing or delivery to the Underwriters of the Final U.S. Prospectus, as of the date hereof, and at the Closing Date, the Registration Statement (and - 3 - any post-effective amendment thereto) and the Final U.S. Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Final U.S. Prospectus) Rules and Regulations, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the light of the circumstances under which they were made, in the case of the Final U.S. Prospectus) not misleading, each Preliminary U.S. Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that no representation or warranty is made in this Section with respect to statements or omissions made in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by any one of the Underwriters expressly for inclusion in any Preliminary U.S. Prospectus, the Registration Statement, or the Final U.S. Prospectus, or any amendment or supplement thereto. The Company has not distributed and will not distribute prior to completion of the Underwriters' distribution of the Purchased Securities any written offering material in connection with the offering and sale of the Purchased Units, other than the Registration Statement, the Preliminary Canadian Prospectus, the Preliminary U.S. Prospectus and the Prospectuses. (d) On the date of filing of the Canadian Prospectus with the Canadian Securities Commissions (i) all information and statements (except information and statements relating solely to the Underwriters), contained therein will be true and correct in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Transaction Securities; (ii) no material fact or information has been omitted from the Canadian Prospectus (except facts or information relating solely to the Underwriters) which is required to be stated therein or is necessary to make the information contained in the Canadian Prospectus not misleading in light of the circumstances under which it was made; and (iii) the Canadian Prospectus will comply in all material respects with the requirements of the Canadian Securities Laws. (e) Each of the Company and Borealis is, and will be at the Closing Date, a duly organized, validly subsisting Company established under the laws of the State of Nevada, is in good standing in its jurisdiction of incorporation, duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification, except - 4 - where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect and has all requisite power and authority to own, lease and operate its properties and assets as set out in the Registration Statement and the Prospectuses and conduct its activities as contemplated thereby. (f) No order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Company or the issue of the Transaction Securities has been issued and, to the best of the knowledge of the Company, no such proceedings, investigations or inquiries are pending or threatened. (g) The Company has all requisite corporate power and authority, and on or before the Closing Date will have taken all actions required, to: (i) enter into this Agreement; (ii) grant the Over-Allotment Option and the Underwriters' Option in accordance with the provisions of this Agreement; (iii) issue, sell and deliver the Transaction Securities in accordance with the provisions of this Agreement; and (iv) to carry out all the terms and provisions hereof. (h) The Company is authorized to issue 150,000,000 shares of its Common Stock, par value $0.001, and 15,000,000 shares of preferred stock, par value $0.001, of which, as of the date hereof, 27,722,370 shares of Common Stock are validly issued and outstanding, fully paid and nonassessable and no shares of preferred stock are issued and outstanding. Other than as disclosed in or contemplated by the Registration Statement or the Prospectuses, the Company's common stock is not subject to any pre-emptive or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectuses as of the dates referred to therein. Except as set forth in the Registration Statement and Prospectuses, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of common stock or ownership interest in the Company are outstanding. Such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectuses. The description of the securities of the Company in the Registration Statement and the Prospectuses is, and at the Closing Date will be, complete and accurate in all material respects. (i) The Stock Option Plan and all of the terms and obligations thereunder, comply with, and following the completion of the Offering, will comply with and all applicable Canadian Securities Laws and U.S. securities laws and policies and rules of the TSX. (j) The Common Stock has been conditionally approved for listing on the TSX, subject only to compliance with the requirements set out in the TSX's conditional approval letter dated October 3, 2005, a copy of which - 5 - has been provided to the Underwriters; the certificates for the Transaction Securities have been duly approved and adopted by the Company and are in valid and sufficient form and comply with the requirements of the TSX. (k) The terms and conditions of the Offering comply in all material respects with Canadian Securities Laws and the Securities Act and the Rules and Regulations, except to the extent that exemptions therefrom have been obtained from the Canadian Commissions or the Commission, as applicable. (l) There is no contract or other document of a character required to be described in the Registration Statement or Prospectuses, or to be filed as an exhibit thereto, which is not described or filed as required to comply with Canadian Securities Laws, the Securities Act and the Rules and Regulations, as applicable. (m) This Agreement has been and, on the Closing Date the Warrant Indenture will be, duly executed and delivered by the Company and constitutes (and will constitute on the Closing Date in the case of the Warrant Indenture) a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except as enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, (ii) the application of equitable principles when equitable remedies are sought and by the fact that rights to indemnity, contribution and waiver, (iii) the ability to sever unenforceable terms, may be limited by applicable law and (iv) limitations on enforceability of any indemnification or contribution provision under United States federal and state securities laws and Canadian Securities Laws. (n) The Company is not and, after giving effect to the offering and sale of the Purchased Securities and the application of the proceeds thereof as described in the Registration Statement and Prospectuses, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended and the rules and regulations of the Commission promulgated thereunder. (o) The Company has no subsidiaries other than Borealis. All the outstanding shares of common stock or other equity interests of Borealis have been duly and validly authorized and issued and are fully paid and non-assessable, set forth in the Prospectus, free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances, except as set forth in or contemplated in the Registration Statement and the Prospectuses. (p) The Transaction Securities and the securities comprised therein have been duly authorized by the Company and, when issued and delivered and, in the case of the Purchased Securities, paid for as provided herein, will be - 6 - validly issued, fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement and Prospectuses; and the issuance of such Transaction Securities is not subject to any preemptive or similar rights. The Warrants have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be validly issued, fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement and Prospectuses; and the issuance the Warrants is not subject to any preemptive or similar rights. The Underlying Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrant Indenture and the Underwriters' Options, and, in the case of the Warrants, when issued and delivered by the Company upon valid exercise of the Warrants and payment of the exercise price in accordance with the terms of the Warrant Indenture and, in the case of the Underwriters' Option, upon exercise of the Underwriters' Option and payment of the option price therefor, will be duly and validly issued, fully paid, and nonassessable and will not be subject to preemptive or similar rights. (q) Other than as may be required by, and as have or will have been obtained prior to Closing under Canadian Securities Laws, the Securities Act and the Rules and Regulations, no consent, approval, authorization, order, registration or qualification of or with any court or Governmental Authority or other third party, except those which have been or will be, prior to the Closing Time, obtained, is required for the issue, sale and delivery of the Transaction Securities as contemplated in this Agreement or the consummation by the Company of the transactions contemplated in this Agreement. (r) Each of the Material Contracts to which the Company or Borealis is a party have been (or will be at the Closing Time) duly executed and delivered by the Company or Borealis, as the case may be, and constitute (or will constitute when executed) legal, valid and binding obligations of the Company or Borealis, as the case may be, enforceable against them in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as limited by the application of equitable principles when equitable remedies are sought and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law. (s) With the exception of the Material Contracts, the Company is not a party to any material contract and the Company's property is not subject to any material contract. Other than as disclosed in the Registration Statement and Prospectuses or as disclosed in writing to the Underwriters, the Company has not entered into nor has any present intention to enter into any agreement to acquire any securities in any other corporation or entity or to acquire or lease any other business operation which are material to - 7 - the business and operations of the Company and Borealis, taken as a whole. Other than as disclosed in the Registration Statement and Prospectuses or as disclosed in writing to the Underwriters, the Company has not entered into nor has any present intention to enter into any agreement, including any joint-venture, take-over, amalgamation or merger, with any other corporation or entity that would have effect of altering or diluting its share capital. (t) The execution, delivery, performance and compliance of or with the terms of this Agreement, the Warrant Indenture, the Underwriters' Option and the other Material Contracts to which they are a party, and the issue, sale and delivery of the Transaction Securities by the Company does not and will not result in any such breach, violation or default, under (i) any of the Material Contracts; (ii) any indenture, mortgage, deed of trust, loan agreement or other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject where such breach, violation or default could have a Material Adverse Effect on the Company; (iii) its articles of incorporation, as amended, and by-laws; or (iv) any statute or any order, rule or regulation of any court or Governmental Authority or body having jurisdiction over it or any of its properties; other than as disclosed in the Registration Statement and the Prospectuses, neither the Company nor Borealis have entered into any transaction or agreement, not in the ordinary course of business, that is material to the Company and Borealis, taken as a whole or incurred any liability or obligation, direct or contingent, not in the ordinary course of business, that is material to the Company nor Borealis taken as a whole; and neither the Company nor Borealis has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. (u) Except as disclosed in the Registration Statement or the Prospectuses, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement or the Prospectuses which have not been satisfied or waived. (v) There has not been any reportable event (within the meaning of National Instrument 51-102 of the Canadian Securities Administrators) or reportable disagreements with the auditors or former auditors of the Company. The Company has no reason to believe that its accountants, in their performance of work for the Company, are in violation of the auditor independent requirements of the Sarbanes Oxley Act. (w) Ernst & Young LLP, who have audited certain financial statements of the Company, are independent public accountants (the "ACCOUNTANTS") with respect to the Company as required by the Securities Act and Canadian Securities Laws. The financial statements and the related notes included - 8 - in the Registration Statement and the Prospectuses present fairly, in all material respects, the financial condition of the Company as of the dates thereof and the consolidated results of its operations and cash flows at the dates and for the periods covered thereby in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim financial statements, to the extent that they may not include footnotes or may be condensed or summary statements). No other consolidated financial statements or schedules of the Company or any other entity are required by the Securities Act or the Rules and Regulations to be included in the Registration Statement or the Final U.S. Prospectus or by Canadian Securities Laws to be included in the Final Canadian Prospectus. The consolidated financial statements of the Company and the related notes and schedules included in the Registration Statement and the Prospectuses have been prepared in conformity with the requirements of the Securities Act and Canadian Securities Laws and present fairly the information shown therein. (x) Except as otherwise described in the Canadian Prospectus and U.S. Final Prospectus, there are no, and neither the Company nor Borealis has received notice of any, legal or governmental actions, proceedings or investigations in existence to which the Company or Borealis is a party or to which the property of the Company or Borealis is subject or, to the best of the knowledge of the Company, contemplated or threatened, at law or in equity or before or by any federal, state, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which (i) could have a Material Adverse Effect on the Company or Borealis, or (ii) questions the validity of the issuance, sale or delivery of the Transaction Securities or the validity of any action taken or to be taken by the Company pursuant to or in connection with this Agreement, the Warrant Indenture or any of the Material Contracts; or (iii) restricts or purports to restrict or require qualifications for, the Company or Borealis conducting their business or activities, except such qualifications that have been satisfied. To the best of the knowledge of the Company, (i) there are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings that are required under Canadian Securities Laws to be described in the Canadian Prospectus or under the Securities Act to be described in the Final U.S. Prospectus that are not so described and there are no conditions that would provide the basis for same; and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement that have not been so filed. (y) Each of the Company and Borealis owns or leases all such properties and equipment, and have such personnel in place as are necessary to the conduct of its operations as presently conducted, except for any such - 9 - properties, equipment or personnel that the failure to own, lease or retain would not reasonably be expected to have a Material Adverse Effect, and except as set forth in or contemplated in the Registration Statement and the Prospectuses (exclusive of any supplement thereto). (z) Other than as disclosed in the Registration Statement and the Prospectuses, since March 31, 2005: (A) there has been no material change (actual, anticipated, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) prospects, financial position, capital or control of the Company or Borealis, taken as a whole; (B) the Company and Borealis have carried on their respective businesses in the ordinary course and there has been no transaction entered into by the Company or Borealis which is material to the Company and Borealis, taken as a whole, other than those in the ordinary course of business; (C) the Company and Borealis have not incurred or surrendered any right of material value; and (D) there has been no material change in the capital or long term debt of the Company or Borealis, taken as a whole, and (aa) other than as disclosed in the Registration Statement and the Prospectuses: (A) the Company and Borealis are not liable for the debts, liabilities or other obligations of any third party whether by way of guarantee or indemnity or other contingent or indirect obligation; and (B) all indebtedness of the Company and Borealis is being paid in the ordinary course of business. (bb) The Company has not directly or indirectly declared or paid any dividend or declared or made any other distribution on any of its securities of any class, or directly or indirectly, redeemed, purchased or otherwise acquired any of its securities, or agreed to do any of the foregoing. (cc) The Company and Borealis are not a party to any agreement restricting the Company or Borealis from engaging in any line of business which the Company or Borealis currently engages or proposes to engage in or - 10 - competing with any other person in any business in which the Company or Borealis currently engaged or proposes to engage in. (dd) Neither the Company nor Borealis is in breach or violation, or in default (whether after notice lapse of time or both) of any provision of (i) its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Company or Borealis or any of its properties, as applicable, except, in the case of clauses (i) or (iii) above, for violations or defaults as would not reasonably be expected to have a Material Adverse Effect, and except as set forth in or contemplated in the Registration Statement and the Prospectuses (exclusive of any supplement thereto). To the best of the knowledge of the Company, no other party to any of such Material Contracts is in arrears in respect of the performance or satisfaction of the terms and conditions on its part to be performed or satisfied under any of such Material Contracts, no waiver or indulgence has been granted by any of the parties thereto and no party to any of such Material Contracts has repudiated any provision thereof. (ee) There are no transfer taxes or other similar fees or charges under the laws of Canada or any political subdivision thereof, U.S. federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or issue, sale or delivery by the Company of the Transaction Securities. (ff) Each of the Company and Borealis has duly and on a timely basis filed all Tax Returns required to be filed by it, has paid all Taxes due and payable by it and has paid all assessments and re-assessments and all other Taxes, governmental charges, penalties, interest and other fines due and payable by it and which are claimed by any governmental authority to be due and owing, and adequate provision has been made for Taxes payable for any completed fiscal period for which Tax Returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax Return or payment of any Tax, governmental charge or deficiency by the Company or Borealis, other than the Tax Returns in respect of the year ended March 31, 2005, for which the Company and Borealis have received an extension to file such Tax Returns by December 15, 2005; there are no actions, suits or proceedings threatened or pending against the Company or Borealis in respect of Taxes, governmental charges or assessments and there are no matters under discussion with any governmental authority relating to Taxes, governmental charges or assessments asserted by any such authority. - 11 - (gg) No labor problem or dispute with the employees of the Company or Borealis exists or, to the knowledge of the Company, is threatened or imminent, including any plans or discussions on the part of any employees to commence unionization or collective bargaining efforts, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or Borealis' principal suppliers, contractors or customers, that could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement or the Prospectuses (exclusive of any supplement thereto). The Company is in material compliance with all laws respecting employment and employment practices, terms and conditions of employment, pay equity, workers injury compensation and wages, except where non-compliance would not have a Material Adverse Effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company and Borealis, taken as a whole, and has not engaged in any unfair labour practice. (hh) The Company and Borealis have implemented or have plans to implement upon the commencement of operations on the Property all required and standard safety training and education for its employees, consultants, and as the situation may require, visitors on-site at the Property. (ii) The Company and Borealis are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as, to the Company's knowledge, are usually insured by persons operating similar businesses at similar stage of development; neither the Company nor Borealis has received any notice that its policies of insurance and fidelity or surety bonds insuring the Company or Borealis or their respective businesses, assets, employees, officers and directors are not in full force and effect; the Company and Borealis are in compliance with the terms of such policies and instruments in all material respects; and the Company has not received notice of any claim by the Company or Borealis under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and neither the Company nor Borealis has been refused any insurance coverage sought or applied for; and neither the Company nor Borealis has any reason to believe that: (i) it will not be able to renew its existing insurance coverage as and when such coverage expires, (ii) such existing insurance coverage is not adequate for the Property and the operations occurring thereon, (iii) it will not be able to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect or (iv) it will not be able to acquire the necessary supplementary insurance coverage as the development of the Property advances and more comprehensive insurance coverage is required, except as set forth in or contemplated in the Registration Statement or Prospectuses (exclusive of any supplement thereto). - 12 - (jj) Borealis is not currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on its securities, from repaying to the Company any loans or advances to it from the Company. (kk) Except as set forth in or otherwise contemplated by the Registration Statement or the Prospectuses, the Company and Borealis possess or have obtained all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses currently conducted by them as contemplated to be conducted by, in each case as described in the Registration Statement and the Prospectuses (the "PERMITS"), except where the failure to possess, obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as disclosed in or contemplated by the Registration Statement or the Prospectuses, neither the Company nor Borealis have received written notice of any proceeding relating to revocation or modification of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ll) The Company and Borealis have in place all necessary access and right of way rights to all roads and thoroughfares leading to and from the Property, and such roads and thoroughfares are fit for the purpose of delivering materials and equipment to the Property and the removal all mineralized material. (mm) The Company and Borealis maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintains "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act); the Company's "disclosure controls and procedures" are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports to be filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Exchange Act and that all such information is accumulated and communicated to the Company's management as - 13 - appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and the Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (nn) Except as disclosed in the Registration Statement and the Prospectuses, the Company is not aware of: (i) any significant deficiency or material weakness in the design or operation of the Company's internal control over financial reporting which is reasonably likely to adversely affect the Company's ability to record, process, summarize, and report financial information, or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting occurred during or since the Company's most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. (oo) The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of the Purchased Securities or otherwise. (pp) Except as set forth in or otherwise contemplated by the Registration Statement or the Prospectuses, the Company and Borealis have been and are in compliance with all applicable federal, state, municipal and local laws, statutes, ordinances, by-laws, regulations, orders, directives and decisions (the "ENVIRONMENTAL LAWS") rendered by any ministry, department or administrative or regulatory agency ("ENVIRONMENTAL AUTHORITY") relating to the protection of human health and safety, the environment or pollutants, contaminants, chemicals, or industrial, toxic or hazardous wastes or substances regulated under either the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. s.9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. s.6901 et seq. or the Nevada Revised Statutes ("HAZARDOUS SUBSTANCES"), and no condition exists or event has occurred which, with or without notice or the passage of time or both, would constitute a violation of or give rise to liability under any applicable Environment Laws, other than any failure to comply or violation which has not and will not have a Material Adverse Effect on the Company, and except as set forth in or otherwise contemplated by the Registration Statement or the Prospectuses, there are no environmental audits, evaluations, assessments or studies relating to the Company or Borealis. (qq) Except as disclosed in the Prospectuses, the Company and Borealis have obtained all material licenses, permits, approvals, consents, certificates, registrations and other authorizations (the "ENVIRONMENTAL PERMITS") required for the operation, or any part thereof, of its business as currently - 14 - conducted and as contemplated to be conducted in the Prospectuses. Each Environmental Permit is valid, subsisting and in good standing and the Company is not in default or breach of any Environmental Permit and no proceeding is pending or threatened to revoke, amend or limit any Environmental Permits. (rr) To the best of the knowledge of the Company, the Company is reasonably satisfied that all previous owners, lessors or operators of the Property complied with the Environmental Laws, except as set forth in or contemplated in the Registration Statement or Prospectuses. (ss) The Company has taken reasonable steps in order to authenticate and validate the accuracy of all data and information in its possession that was relied upon in the preparation of the Technical Report, regardless of whether such data and information was generated and produced by the Company or by previous owner, lessor or operator of the Property. (tt) To the best of the knowledge of the Company, there are no, and the Company has not received notice of any, adverse land claims from any native group, or similar cultural group, claiming any interest in the Property or any mineralized material contained therein. (uu) The royalty payments required under the Borealis Lease are the only such royalty payments the Company or Borealis are subject to, and all royalties payable under the terms of the Borealis Lease are in good standing. (vv) To the best of the knowledge of the Company based on written records provided to the Company, there has been no seismic activity, mine cave-ins, avalanche, land or rock slides, flooding or other events that have impacted the Property and which had a Material Adverse Effect on the Property within the past fifteen years, except as set forth in or contemplated in the Registration Statement and the Prospectuses. (ww) Neither the Company nor Borealis has used or permitted to be used any of its assets or facilities, whether owned, leased, occupied, controlled or licensed or which it owned, leased, occupied, controlled or licensed at any prior time within the applicable statue of limitations to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance in such a manner as to give rise to a liability reasonably expected to have a Material Adverse Effect except in compliance with the applicable Environmental Permits and all applicable Environmental Laws. (xx) Neither the Company nor Borealis has received any notice of, or been prosecuted for, an offence alleging violation of or non-compliance with any Environmental Law, nor has it settled any allegation of violation or non-compliance short of prosecution, other than any such non-compliance which did not have a material adverse effect on the Company. The - 15 - Company is not aware of any orders of Environmental Authorities relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the business or any property, facilities or assets (whether currently owned, leased, occupied, controlled or licensed or owned, leased, occupied, controlled or licensed at any time prior to the date hereof) of the Company or any of the Subsidiaries. (yy) Except in compliance with the Environmental Permits and all Environmental Laws, neither the Company nor Borealis has caused, allowed or permitted, or has any knowledge of, the release of any Hazardous Substance into the environment, in any manner whatsoever, or the presence of any Hazardous Substance on, under, around or from any of its properties, facilities or other assets (whether owned, leased, occupied, controlled or licensed), or any property, facility or other asset which it owned, controlled, occupied, licensed or leased at any time prior to the date hereof within the applicable statute of limitations, or any such release or presence on or from a property, facility or other asset owned, leased, occupied, managed, controlled or licensed by third parties but with respect to which the Company or Borealis is or may reasonably be alleged to have liability in such an amount as to have a Material Adverse Effect. All Hazardous Substances used in whole or in part by the Company or Borealis or resulting from their respective businesses have been disposed of, treated or stored in compliance with all applicable Environmental Permits and all applicable Environmental Laws. (zz) Neither the Company nor Borealis has received any notice from any Environmental Authority that its business or the operation of any of its properties, facilities or other assets is in violation of any Environmental Law or any Environmental Permit or that it is responsible (or potentially responsible) for the clean up of any Hazardous Substances at, on or beneath any of its property, facilities or other assets (whether currently owned, leased, occupied, managed, controlled or licensed, or owned, leased, occupied, managed, controlled or licensed at any time prior to the date hereof), or at, on or beneath any other land or in connection with any waste or contamination migration to or from any of the Company's or any of the Subsidiaries' properties, facilities or other assets. (aaa) Neither the Company nor Borealis is the subject of any international, foreign, federal, provincial, municipal or private action, suit, litigation, arbitration proceeding, governmental proceeding, investigation or claim involving a demand for damages or other potential liability with respect to violations of Environmental Laws or Environmental Permits. (bbb) Each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the - 16 - Company and Borealis has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the "CODE"); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no "accumulated funding deficiency" as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions. (ccc) There is and has been no failure on the part of the Company and any of the Company's directors or officers, in their capacities as such, to comply with any applicable provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the "Sarbanes Oxley Act") applicable to the Company on the date hereof. (ddd) Neither the Company nor Borealis nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or Borealis has taken any action, directly or indirectly, that would violate the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official. (as such term is defined in the FCPA) or any non-U.S. political party or official thereof or any candidate for non- U.S. political office, in contravention of the FCPA and the Company, Borealis and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (eee) The operations of the Company and Borealis are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions to which the Company or Borealis are subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the "MONEY LAUNDERING LAWS") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or Borealis with respect to - 17 - the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. (fff) There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or limited purpose entity (each, an "OFF BALANCE SHEET TRANSACTION") that could reasonably be expected to affect materially the Company's liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission's Statement about Management's Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Final U.S. Prospectus which have not been described as required. (ggg) Neither the Company nor Borealis have at anytime since the Company's incorporation (i) used any corporate funds for any unlawful contribution to any candidate for public office; or (ii) made any payment to any federal or state government officer or official or other person charged with similar public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof. (hhh) The Company and Borealis own, possess, license or have other rights to use, on reasonable terms, all material patents, patent applications, trademark and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the "Intellectual Property") necessary for the conduct of the Company's business and Borealis' business as now conducted or as proposed in the Prospectus to be conducted, except as set forth in or contemplated in the Registration Statement and the Prospectuses (exclusive of any supplement thereto) and except where such failure would not have a Material Adverse Effect on the Company or Borealis. (iii) Except as disclosed in the Registration Statement and the Prospectuses, the Company: (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters; and (ii) does not intend to use any of the proceeds from the sale of the Purchased Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters. (jjj) Neither the Company nor Borealis nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of Canada. - 18 - (kkk) Computershare Trust Company Inc., at its principal offices in Golden, Colorado and its principal transfer office in Toronto, Ontario has been, or will prior to the Closing be, duly appointed as the registrar and transfer agent for the Common Stock. (lll) The Company will apply the net proceeds from the Offering in accordance with the description set forth in the Registration Statement or the Prospectuses under the heading "Use of Proceeds". (mmm) Except as provided herein, there is no person, firm or corporation acting or purporting to act for the Company entitled to any brokerage or finder's fee in connection with this Agreement or any of the transactions contemplated hereunder, and in the event any person, firm or corporation acting or purporting to act for the Company becomes entitled at law to any fee from the Underwriters, the Company covenants to indemnify and hold harmless the Underwriters with respect thereto and with respect to all costs reasonably incurred in the defence thereof. Any certificate signed by any officer of the Company and delivered to the Representative or counsel for the Underwriters in connection with the offering and sale of the Purchased Securities shall be deemed a representation and warranty by the Company, as to all matters covered thereby, to each Underwriter. (ii) Each Underwriter, severally, but not jointly or jointly and severally, represents and warrants to, and agrees with, the Company that: (a) Such Underwriter will not distribute the Purchased Securities in jurisdictions other than the provinces of Canada or the United States pursuant to the Prospectuses and the Registration Statement, as applicable, or such other jurisdictions as have been expressly agreed to by the Company and the Underwriters. (b) Such Underwriter and each of its affiliates and any Selling Firm utilized by any of them shall, in each case, solicit and offer the Offered Units and the Additional Units for sale only in compliance with all applicable securities laws, including the Canadian Securities Laws and U.S. securities laws. (c) Such Underwriter and each such affiliate and/or Selling Firm as aforesaid, will not, in connection with the offering of the Securities, make any representation or warranty with respect to the Purchased Securities, except pursuant to the Prospectuses. (d) Such Underwriter has good and sufficient right and authority to enter into this Agreement and complete the transactions to be completed by it under this Agreement on the terms and conditions set forth herein. - 19 - (e) Such Underwriter and each such affiliate and/or Selling Firm as aforesaid is or will be duly qualified, registered and in good standing under applicable securities laws in those jurisdictions in which it, or its affiliates and/or Selling Firm as aforesaid, will act as underwriter of the Company in connection with the offering of Purchased Securities as to permit it to lawfully fulfill its obligations under this Agreement. (f) Each Selling Firm utilized by any such Underwriter that offers or sells Offered Units in the United States shall be and is registered as a broker-dealer with the Commission, and to the extent registration is required, is registered with the appropriate governmental agency in each state in which it offers and sells Offered Units and is a member of the National Association of Securities Dealers, Inc. (g) All offers and sales of Offered Units in the United States will be made only by Selling Agents of the Underwriters exclusively to Qualified Institutional Buyers in accordance with the terms set forth in the "Underwriting" section of the Final U.S. Prospectus. (h) Such Underwriter knows of no person who rendered any services in connection with the introduction of the Company to such Underwriter. No person acting by, through or under the Underwriter will be entitled to receive from the Underwriter or the company any finder's fee or similar payments, except the Selling Firms and as otherwise described in the Prospectuses. (i) Such Underwriter and each of its affiliates or Selling Firm utilized by any of them shall comply with the prospectus delivery and other requirements under all applicable Canadian Securities Laws, the Securities Act and the Rules and Regulations in connection with the offer and sale of the Offered Units. (j) Such Underwriter will complete the distribution of the Offered Units and any Additional Units as soon as is reasonably possible and upon completion of such distribution, will provide a report of the distribution by jurisdiction. The representations and warranties and covenants of the Underwriters contained in section (ii) above shall be true and correct as of the Closing Date with the same force and effect as if then made by the Underwriters as of that date. 2. PURCHASE AND SALE (i) Subject to the terms and conditions and in reliance upon the representations, warranties and covenants herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally, but not jointly or jointly and severally, to purchase from the Company, at a purchase price of $o per Offered - 20 - Unit, the amount of the Offered Units set forth opposite such Underwriter's name in Schedule I hereto. (ii) Subject to the terms and conditions and in reliance upon the representations, warranties and covenants herein set forth, the Company hereby grants to the Underwriters the Over-Allotment Option to purchase, severally, but not jointly or jointly and severally, the Additional Units at the same purchase price per share as the Underwriters shall pay for the Offered Units. The Over-Allotment Option may be exercised only to cover over-allotments in the sale of the Offered Units by the Underwriters. The Over-Allotment Option may be exercised in whole or in part at any time on or before the 30th day after Closing upon written notice by the Representative to the Company setting forth the number of Additional Units as to which the several Underwriters are exercising the Over-Allotment Option and the settlement date, which settlement date shall be a Business Day (i) no earlier than two Business Days after such notice has been given (and, in any event, no earlier than the Closing Date) and (ii) no later than seven Business Days after such notice has been given. The maximum number of Additional Units to be sold by the Company is o. The number of Additional Units to be purchased by each Underwriter shall be the same percentage of the total number of the Offered Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Offered Units, subject to such adjustments as the Underwriters shall agree to make with respect to fractional securities. 3. UNDERWRITING FEE AND UNDERWRITING OPTION (i) In return for the Underwriters' services including but not limited to distributing the Units in the Jurisdictions, assisting the Company in the preparation of the Registration Statement and Prospectuses and performing administrative work in connection with the sales of the Purchased Securities, the Company will pay to the Underwriters a fee (the "UNDERWRITING FEE") equal to 8% of the total gross proceeds sold by the Company pursuant to the Offering, including sales of the Additional Units; (ii) As further consideration for their services hereunder, the Company will issue to or at the direction of the Underwriters on the Closing Date options (the "UNDERWRITERS' OPTION") substantially in a form acceptable to the Underwriters and the Company, both acting reasonably, entitling the holders to purchase, in the aggregate, such number of Common Shares as is equal to ten percent (10%) of the number of Purchased Securities sold under the Offering, exercisable at the Offering Price for a period of 12 months following the Closing Date. The Underwriters' Option, and the resale of the Shares acquired upon exercise of the Underwriters' Option will be registered under the Registration Statement and the Underwriters' Option will be qualified under the Prospectuses. 4. DELIVERY AND PAYMENT (i) Delivery of and payment for the Purchased Securities and the Additional Securities (if the Over-Allotment Option shall have been exercised on or before - 21 - the third Business Day prior to the Closing Date) shall be made at 8:00 a.m., Toronto time, on o, 2005, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement among the Representative and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Purchased Securities being herein called the "Closing Date" and the "Closing Time", respectively). Delivery of the Purchased Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the Underwriters through the Representative of the respective aggregate purchase prices of the Purchased Securities being sold by the Company, net of the Underwriting Fee and net of amounts payable to the Underwriters' legal counsel (the "Legal Fees") and out-of-pocket expenses of the Underwriters incurred in connection with the offering and sale of the Purchased Securities (the "Out-of-Pocket Expenses") (which expenses shall be borne by the Company), to or upon the order of the Company by wire transfer payable in immediately available funds to the accounts specified by the Company. Certificates for the Offered Units and the Additional Units, if any, shall be delivered in accordance with the registration instructions provided by the Representative at least 48 hours prior to Closing Time. (ii) The purchase and sale of the Offered Units shall be completed at the offices of Lang Michener LLP, in the City of Toronto at the Closing Time; (iii) The delivery of the Purchased Securities and Additional Securities (to the extent the Over-Allotment Option shall have been exercised) shall be made to the Underwriters at the Closing Time in the form of one definitive certificate representing the aggregate Common Stock, comprising the Purchased Units and one certificate representing the aggregate number of Warrants to be issued hereunder registered in the name of CDS & Co. (or as it may direct) against payment to the Company of the purchase price therefor, provided that the Representative may direct the Company 48 hours prior to the Closing Time to issue certificates representing the common stock and Warrants purchased by the U.S. Purchasers in the name(s) of their designees against the purchase price therefor and the number of shares of Common Stock and Warrants represented by such certificates shall be deducted from the number of shares of Common Stock and Warrants represented by the certificate registered in the name of CDS & Co.; (iv) If the Over-Allotment Option is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Additional Units (at the expense of the Company) to the Representative, at o, on the date specified by the Representative and the Company (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof, net of the Underwriting Fee and net of the Legal Fees and Out-of-Pocket Expenses incurred in connection with the exercise of the Over-Allotment Option, to or upon the order of the Company by wire transfer payable in immediately available funds to the account(s) specified by the Company. If settlement for the Additional Units occurs after the Closing Date, the Company - 22 - will deliver to the Representative on the settlement date for the Additional Units, and the obligation of the Underwriters to purchase the Additional Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof, including (a) At the Over-Allotment Option Closing Time, the Company shall deliver a certificate in form satisfactory to the Underwriters certifying that the representations and warranties contained in this Agreement are true and correct on and as of the Over-Allotment Option Closing Time with the same force and effect as if such representations and warranties had been made on and as of such date and all covenants of the Company contained herein to be fulfilled, satisfied or complied with at or prior to the Over-Allotment Option Closing Time have been fulfilled, satisfied or complied with; and (b) On the Over-Allotment Option Closing Date, the Company shall deliver to Desjardins on behalf of the Underwriters one or more definitive certificates registered in the name of CDS & Co. (or as it may direct) representing the Common Stock and Warrants in respect of which the Over-Allotment Option has been exercised, provided that the Representative may direct the Company 48 hours prior to the Closing Time to issue certificates representing the Common Stock and Warrants purchased by the U.S. Purchasers, if any, in the name(s) of their designees and the number of shares of Common Stock and Warrants represented by such certificates shall be deducted from the number of shares of Common Stock and Warrants represented by the certificate registered in the name of CDS & Co. (v) In the event the Company shall subdivide, consolidate or otherwise change its Common Stock or Warrants prior to the Over-Allotment Option Closing Time, the number of Additional Units into which the Over-Allotment Option is exercisable shall be similarly subdivided, consolidated or changed such that the Underwriters would be entitled to receive the equivalent of the number and type of securities that they would have otherwise been entitled to receive had they exercised the Over-Allotment Option prior to such subdivision, consolidation or change. The subscription price per Unit shall be adjusted accordingly and notice shall be given to the Representative, on behalf of the Underwriters, of such adjustment. In the event that the Representative, on behalf of the Underwriters, shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Company's auditors at the Company's expense. (vi) The closing of the purchase and sale of the Additional Units shall be completed at the offices of Lang Michener LLP, in the City of Toronto at the Over-Allotment Option Closing Time. - 23 - 5. OFFERING BY UNDERWRITERS It is understood that the several Underwriters propose to offer the Offered Units for sale to the public as set forth in the Prospectuses and in compliance with applicable Canadian Securities Laws and U.S. Securities Laws. All offers and sales of Offered Units in the United States will be made only by Selling Agents of the Underwriters exclusively to Qualified Institutional Buyers in accordance with the terms set forth in the "Underwriting" section of the U.S. Final Prospectus. 6. AGREEMENTS (i) The Company agrees with the several Underwriters that: (a) Prior to the filing of the Registration Statement, the Canadian Prospectus and any Supplementary Materials (as defined below in section 6(1)(e)), the Company shall allow the Underwriters to participate fully in the preparation of the Registration Statement, the Canadian Prospectus and such Supplementary Materials, respectively, and shall allow the Underwriters to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute the certificate required to be executed by the Underwriters in the Canadian Prospectus and any Supplementary Materials. During the period commencing on the date hereof and ending on the completion of the Distribution of the Transaction Securities hereunder, the Company shall also co-operate in all respects with the Underwriters to allow and assist the Underwriters to participate in the preparation of any Supplementary Materials and shall allow the Underwriters to conduct all due diligence investigations which, in the opinion of the Underwriters, are required to be undertaken, including so as to enable the Underwriters to responsibly execute any certificate related to such Supplementary Materials. (b) The Company shall deliver to the Underwriters and their counsel contemporaneously, as nearly as practicable, with the execution and delivery of this Agreement: (i) a copy of the Canadian Preliminary Prospectus in each of the French and the English language signed and certified as required by the Canadian Securities Laws in each of the Canadian Qualifying Jurisdictions; (ii) a copy of all such documents and certificates that were filed with the Canadian Preliminary Prospectus under Canadian Securities Laws; (iii) an opinion of its auditors, Ernst & Young LLP, addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters and their counsel, to the effect that the French language version of the consolidated financial statements of the Company forming part of the Canadian Preliminary Prospectus, including the related notes thereto and the related auditors. reports thereon is a complete and proper translation of the English language version thereof and such French language version is not susceptible to any materially different interpretation with respect to any material matter - 24 - contained therein; (iv) an opinion of Ernst & Young LLP, addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters and their counsel to the effect that the French language version of (1) the Management's Discussion and Analysis set out in the Canadian Preliminary Prospectus, and (2) the Summary Financial Data set out in the Canadian Preliminary Prospectus (all of the foregoing collectively with the consolidated financial statements, the related notes thereto and the related auditors. report thereon known as the "Financial Information") is a complete and proper translation of the English language version thereof and such French language version is not susceptible to any materially different interpretation with respect to any material matter contained therein; (v) an opinion of Desjardins Ducharmes LLP addressed to the Underwriters and their counsel in form and substance satisfactory to the Underwriters and their counsel, to the effect that, except for the Financial Information, the French language version of each of the Canadian Preliminary Prospectus is a complete and proper translation of the English language version thereof and such French language version is not susceptible to any materially different interpretation with respect to any material matter contained therein; and (vi) a letter from the TSX advising the Company that approval of the conditional listing of the Common Stock has been granted by the TSX, subject to the satisfaction of certain conditions set out therein. (c) The Company shall deliver to the Underwriters and their counsel contemporaneously, as nearly as practicable, with the filing of the Canadian Final Prospectus with the British Columbia Securities Commission: (i) a copy of the Canadian Final Prospectus in each of the French and the English language signed and certified as required by the Canadian Securities Laws in each of the Canadian Qualifying Jurisdictions; (ii) a copy of all such documents and certificates that were filed with the Canadian Final Prospectus under Canadian Securities Laws; (iii) an opinion of its auditors, Ernst & Young LLP, addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters and their counsel, to the effect that the French language version of the consolidated financial statements of the Company forming part of the Canadian Final Prospectus, including the related notes thereto and the related auditors - 25 - reports thereon is a complete and proper translation of the English language version thereof and such French language version is not susceptible to any materially different interpretation with respect to any material matter contained therein; (iv) an opinion of Ernst & Young LLP, addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters and their counsel to the effect that the French language version of (1) the Management's Discussion and Analysis set out in the Canadian Final Prospectus, and (2) the Summary Financial Data set out in the Canadian Final Prospectus (all of the foregoing collectively with the consolidated financial statements, the related notes thereto and the related auditors report thereon known as the "Financial Information") is a complete and proper translation of the English language version thereof and such French language version is not susceptible to any materially different interpretation with respect to any material matter contained therein; and (v) an opinion of Desjardins Ducharmes LLP addressed to the Underwriters and their counsel in form and substance satisfactory to the Underwriters and their counsel, to the effect that, except for the Financial Information, the French language version of each of the Canadian Final Prospectus is a complete and proper translation of the English language version thereof and such French language version is not susceptible to any materially different interpretation with respect to any material matter contained therein. The deliveries set forth in (i) shall also constitute the Company's consent to the Underwriters' use of the Canadian Final Prospectus for the Distribution of the Transaction Securities in the Canadian Qualifying Jurisdictions in compliance with the provisions of this Agreement. (d) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective as soon as possible thereafter. (e) The Company will notify the Underwriters and their counsel promptly, and confirm the notice in writing, when any amendment to the Registration Statement has been filed with the Commission or has become effective, and when the Canadian Final Prospectus, or any amended Canadian Prospectus, U.S. Prospectus or any supplement thereto (collectively, "Supplementary Material") shall have been filed, in which case the Company shall deliver to the Underwriters all signed and certified copies of such Supplementary Material in the English and French languages along with all documents similar to those referred to in Section 6(i)(b) (i), (ii), (iii) and (iv) and Section 6(i)(c) (i), (ii), (iii) and (iv) and such other documents as the Underwriters may reasonably request. Prior to the termination of the offering of the Transaction Securities and the Distribution, the Company will not file any amendment of the Registration Statement or supplement to the U.S. Prospectus or any Rule 462(b) Registration Statement or the U.S. Prospectus or any amendment to the Canadian Prospectus unless a copy thereof shall first have been submitted to the Underwriters and their counsel within a reasonable period of time prior to the filing thereof and the Underwriters shall not have reasonably objected thereto in good faith. The Company shall in good faith discuss with the Underwriters and their counsel any fact or change in circumstances (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final U.S. Prospectus is otherwise required under Rule 424(b), the Company will - 26 - cause the Final U.S. Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence reasonably satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative in writing: (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (2) when the Final U.S. Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) (or Rule 430A(a)(3), if applicable) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (3) when, prior to termination of the offering of the Transaction Securities and the Distribution, any amendment to the Registration Statement or the Canadian Preliminary Prospectus, the Canadian Final Prospectus or any Supplementary Material shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the U.S. Prospectus or for any additional information, or any request by any Canadian Securities Commission that the Company make any amendment to the Canadian Preliminary Prospectus, the Canadian Final Prospectus, any Supplementary Material or that the Company provide any additional information in respect of the offering of the Transaction Securities, (5) of the issuance by the Commission or any Canadian Securities Commission of any stop order suspending the effectiveness of the Registration Statement or the Canadian Final Prospectus or any Supplementary Material or the initiation or threatening of any proceeding for that purpose or the receipt by the Company of any communication from any Canadian Securities Commission, the TSX or any other Governmental Authority relating to the Canadian Preliminary Prospectus, the Canadian Final Prospectus or any Supplementary Material or the Distribution of the Transaction Securities, and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Transaction Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (f) If, at any time when a prospectus relating to the Transaction Securities is required to be delivered under the Securities Act or Canadian Securities Laws, any event occurs as a result of which the Final U.S. Prospectus or the Final Canadian Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or amend or supplement the Final U.S. Prospectus or the Final Canadian Prospectus to comply with - 27 - the applicable requirements of the Securities Act and Canadian Securities Laws, the Company promptly will: (1) notify the Representative in writing of any such event, (2) prepare and file with the Commission and the Canadian Securities Commissions, subject to the second sentence of paragraph (i)(d) of this Section 6, an amendment or supplement which will correct such statement or omission or effect such compliance, and (3) supply any amended or supplemented Prospectuses to the Underwriters in such quantities and at such places as the Underwriters may reasonably request. (g) Once the Company becomes a reporting issuer (as defined under applicable securities laws), it will use reasonable commercial efforts to maintain such reporting issuer status at all times, and not be in default in any material respect of the applicable requirements of the Canadian Securities Laws and the federal securities laws of the United States during the Distribution Period. (h) The Company will use reasonable commercial efforts to maintain the Registration Statement continuously effective under the 1933 Act at all times during the Distribution Period. (i) The Company will use reasonable commercial efforts to maintain the listing of the Common Stock on the TSX upon the listing of the Common Shares on the TSX during the Distribution Period. (j) Commencing on the date hereof and until the later of: (1) the completion of the Distribution, or (2) the time at which the Securities Act and Canadian Securities Laws no longer require a prospectus relating to the Transaction Securities to be delivered, the Company shall promptly notify the Underwriters in writing of: (A) any change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, affairs, operations, assets, properties, prospects, liabilities (contingent or otherwise), capital, earnings of financial condition of the Company or Borealis; (B) a change in any material fact or matter covered by a statement contained in the Prospectuses or any Prospectus Amendment which change is, or may be, of such a nature as to render any statement in the Prospectuses or any Supplementary Material misleading or untrue or which would result in a misrepresentation in the Prospectuses or any Supplementary Material; (C) the discovery of any new material fact that would have been required to be disclosed in the Prospectuses or any Supplementary Material had it been discovered prior to the date thereof; or - 28 - (D) any change in Canadian Securities Laws or the Securities Act; which is, or may be, of such a nature as to render the Prospectus or any Supplementary Material misleading or untrue in whole or in part or would result in a misrepresentation (as such term is defined under Canadian Securities Laws) therein or would result in the Registration Statement, the Prospectuses or any Supplementary Material not complying with any Canadian Securities Laws or the Securities Act, or which change, misstatement or new material fact would reasonably be expected to have a significant effect on the market price or value of the Securities, or any other reason it is necessary, in the reasonable judgment of counsel to the Company, at any time to amend or supplement the Prospectuses in order to comply with Canadian Securities Laws or the Securities Act. (k) During the period commencing on the date hereof and ending on the completion of the Distribution of the Transaction Securities hereunder, the Company will promptly inform the Underwriters of the full particulars of: (A) any request of the Commission or any Canadian Securities Commission for any amendment to the Registration Statement, the Preliminary U.S. Prospectus, the Final U.S. Prospectus, the Canadian Preliminary Prospectus, the Canadian Final Prospectus, or any Supplementary Material, or for any additional information in connection with the offering and sale of the Transaction Securities; (B) the issuance by the Commission, any Canadian Securities Commission, the TSX or any other Governmental Authority of any order to cease or suspend trading of any securities of the Company or of the institution or threat of institution of any proceedings for that purpose; and (C) any notice or other correspondence received by any of them from any Governmental Authority requesting information, meeting or hearing or commencing or threatening any investigation into any of them or their business that would have a material adverse effect on the condition of the Company or the completion of the offering and sale of the Transaction Securities. (l) Until the date on which the Distribution of the Transaction Securities is completed, the Company will promptly (and in any event within any applicable time limitation) comply with all legal requirements under the Securities Act, Canadian Securities Laws, and the rules and by-laws governing the TSX required as a result of any event described in Section 6(i)(j) or (k) in order to continue to qualify the Distribution of the Transaction Securities in each of the Canadian Qualifying Jurisdictions and the offering of the Transaction Securities in the United States pursuant to this Agreement, including the prospectus amendment provisions of the - 29 - Canadian Securities Laws, and will prepare and file to the satisfaction of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, may be necessary or advisable. In addition to the provisions of Section 6(i)(j) or (k) above, the Company will, in good faith, discuss with the Underwriters any change, event or fact contemplated in Section 6(i)(j) or (k) which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 6(i)(j) or (k) and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with the Commission or any Canadian Securities Commission prior to the review and approval by the Underwriters and their counsel. The Company shall also cooperate in all respects with the Underwriters to allow and assist the Underwriters to participate in the preparation of any Supplementary Material and to conduct all due diligence investigations which the Underwriters deem appropriate in order to fulfill their obligations as underwriters and to enable the Underwriters to responsibly execute any certificate related to such Supplementary Material required to be executed by them. The Company will deliver to the Underwriters, without charge, such number of copies of such Supplementary Material as the Underwriters may reasonably request. (m) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. (n) The Company will promptly furnish to the Representative and counsel for the Underwriters signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act, as many copies of the Preliminary U.S. Prospectus and the Final U.S. Prospectus and any supplement thereto as the Representative may reasonably request. The Company shall cause commercial copies of the Preliminary U.S. Prospectus and the Final U.S. Prospectus, and of the Preliminary Canadian Prospectus and the Final Canadian Prospectus in the English and French languages, to be delivered to the Underwriters, without charge, in such numbers and in such places as the Underwriters may reasonably request by oral or written instructions to the printer of the Prospectuses. The Company will use its reasonable best efforts to effect such delivery as soon as possible and not later than 12:00 p.m., Toronto time, on the first Business Day immediately following the date of receipt of the MRRS decision documents with respect to each of the Preliminary Canadian Prospectus and the Final Canadian Prospectus. The Company will use its reasonable best efforts to effect the delivery of commercial - 30 - copies of any Supplementary Material required to be delivered, on request to the Underwriters or to any purchaser of Transaction Securities. The commercial copies of the Prospectuses and any Supplementary Material shall be identical in content to the electronically transmitted versions thereof filed with Canadian Securities Commissions pursuant to the System for Electronic Document Analysis and Retrieval (SEDAR) established pursuant to National Instrument 13-101 of the Canadian Securities Commissions in the case of the Final Canadian Prospectus and applicable Supplementary Material and the electronically transmitted version filed on the Commission's EDGAR system for the Final U.S. Prospectus and applicable Supplementary Material. (o) The Company will arrange for the qualification of the Transaction Securities for offer and sale under the laws of such jurisdictions as the Representative may designate (including, without limitation, the state securities or Blue Sky laws of the States), and will maintain such qualifications in effect so long as required for the Distribution of the Transaction Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Transaction Securities or taxation, in any jurisdiction where it is not now so subject. (p) For a period of 120 days after the date of this Agreement, the Company will not, without the prior written consent of the Representative, agree to issue, issue, offer, sell, contract to sell, re-sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act or similar transaction, any shares of Common Stock or other shares in the capital of the Company or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock or other shares in the capital of the Company; or publicly announce an intention to effect any such transaction, provided, however, that the Company may (i) issue and sell shares of Common Stock pursuant to any employee stock option plan (and may issue options thereunder), share ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time; (ii) and the Company may issue shares of Common Stock upon the conversion of securities or the exercise of warrants outstanding at the Execution Time and disclosed in the Prospectus; and (iii) Shares of Common Stock held in - 31 - escrow as of the Execution Time may be released from such escrow in accordance with their escrow terms. (q) Except where such non-compliance would not have a Material Adverse Effect, the Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes Oxley Act and the FCPA and equivalent legislation under the laws of Canada or any province thereof, and use its best efforts, including the adoption of a code of ethics or other policy, to require the Company's directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes Oxley Act, and the FCPA equivalent legislation under the laws of Canada or any province thereof. (r) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Transaction Securities. (s) The Company will not issue any press release or public announcement, where such press release or public announcement relates to the transactions contemplated herein or any financial, regulatory or material business matters, between the date hereof and the Closing Date without first consulting with the Representative. (t) At the time of execution of this Agreement, the Underwriters shall have received from Ernst & Young LLP a letter or letters, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and the Public Company Accountant Oversight Board (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Final U.S. Prospectus, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to Underwriters in connection with registered public offerings; (u) The Company will use reasonable efforts to cause shareholders holding no less than 95% of the Company's issued and outstanding Common Stock to furnish to the Underwriters, prior to the date hereof, a letter or letters, in the form attached hereto as Exhibit A and as described in the Prospectuses under the heading "Lock-Up Agreements". - 32 - (v) During the period until the later of three years from the Closing Date and the end of the Distribution Period, the Company will furnish to the Representative, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of Common Stock or Warrants, other than any such reports or communications filed with the Commission pursuant to the Commission's EDGAR system or with the Canadian Securities Commissions under SEDAR. (w) Prior to filing with the Commission any reports pursuant to Rule 463 of the Rules and Regulations, to furnish a copy thereof to the counsel for the Underwriters and receive and consider its comments thereon, and to deliver promptly to the Underwriters a signed copy of each report filed by it with the Commission. (x) During the Distribution Period, the Company shall promptly, and in any event within any applicable statutory time limitation, comply, to the reasonable satisfaction of the Underwriters, with all applicable filings and other requirements under the Canadian Securities Laws and the Securities Act as a result of any material fact or change referred to in Section 6(j) above. (y) The Company will use the net proceeds from the sale of the Purchased Securities in the manner described in the Registration Statement and the Prospectuses. 7. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS The obligations of the Underwriters on the Closing Date to purchase the Offered Units and the Additional Units, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 4 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of their respective obligations hereunder and to the following additional conditions: (i) The Company shall have obtained a final MRRS decision document issued by the British Columbia Securities Commission, in its capacity as principal regulator under MRRS. (ii) The Final U.S. Prospectus shall have been timely filed with the Commission, and the Canadian Final Prospectus shall have been timely filed with the Canadian Securities Commissions, all in accordance with Section 6; no stop order suspending the effectiveness of the Registration Statement or Canadian Final Prospectus or any part thereof or the qualification or registration of the Transaction Securities, or any of them shall have been issued and no proceeding for that purpose shall have initiated or threatened by the Commission, Canadian Securities Commissions or TSX; and any request of the Commission, Canadian Securities Commissions or TSX for inclusion of additional information in the - 33 - Registration Statement or the Final U.S. Prospectus or Final Canadian Prospectus or otherwise shall have been complied with to the reasonable satisfaction of the Underwriters. (iii) If the Registration Statement has not become effective prior to the Execution Time, unless the Representative and the Company, both acting reasonably, agree in writing to a later time, the Registration Statement will become effective not later than 9:30 a.m. on the Business Day following the day on which the public offering price was determined, if such determination occurred after 3:00 p.m. Toronto time on such date; if filing of the U.S. Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the U.S. Prospectus, and any such supplement, will be filed in the manner and within the time period required by Rule 424(b). (iv) Lang Michener LLP shall have furnished to the Underwriters a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, as to the laws of Canada and the Qualifying Provinces, which counsel in turn may rely upon the opinions of local counsel where they deem such reliance proper as to the laws other than those of Canada and of Ontario and British Columbia and as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company and correspondence between public officials and stock exchange officials with respect to matters set forth in Exhibit B hereto; (v) Dorsey & Whitney LLP shall have furnished to the Underwriters their written opinion, as counsel to the Company, addressed to the Underwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Underwriters, as to United States federal securities laws, which counsel in turn may rely upon opinions of local counsel where they deem such reliance proper, substantially covering such matters as are listed in Exhibit C hereto; (vi) Parr Waddoups Brown Gee & Loveless shall have furnished to the Underwriters their written opinion, as counsel to the Company, addressed to the Underwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially covering such matters as are listed in Exhibit D hereto, together with an updated title report in respect of the Borealis Property; (vii) Snell & Wilmer LLP shall have furnished to the Underwriters their written opinion, as counsel to the Company, addressed to the Underwriters and dated such Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially covering such matters as are listed in Exhibit E hereto; (viii) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, addressed to the Underwriters from counsel to the Underwriters, Goodmans, with respect to certain Canadian legal matters in Section 7(iv), provided that counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of British Columbia and Ontario and as to matters of fact, on certificates of the auditors of the Company, public officials and officers of - 34 - the Company, and provided further that counsel to the Underwriters shall be entitled to rely upon the opinion of counsel to the Company; (ix) At the Execution Time, the Underwriters shall have received from Ernst & Young LLP a letter or letters, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Final U.S. Prospectus, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings. (x) With respect to the letter or letters of Ernst & Young LLP referred to in the preceding paragraph and delivered to the Underwriters at the Execution Time (the "INITIAL LETTERS"), the Company shall have furnished to the Underwriters a letter (the "BRING-DOWN LETTER") of such accountants, addressed to the Underwriters and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and the Public Company Accountant Oversight Board, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Final U.S. Prospectus, as of a date not more than five days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letters and (iii) confirming in all material respects the conclusions and findings set forth in the initial letters; (xi) The Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed by or on behalf of the Company and Borealis with respect to the articles of incorporation and by-laws of the Company and Borealis, all resolutions of the directors of the Company relating to this Agreement, the Warrant Indenture and the Underwriters' Option, the incumbency and specimen signatures of signing officers of the Company and with respect to such other matters as the Underwriters may reasonably request; (xii) The Underwriters shall have received at the Closing Time a certificate or certificates dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters signed by the Chief Executive Officer and by the Chief Financial Officer of the Company, certifying, after having made due enquiry and - 35 - after having carefully examined the Prospectuses and any Prospectus Amendments, that: (a) since the respective dates as of which information is given in the Prospectuses as amended by any Prospectus Amendment (A) there has been no material adverse change (actual, anticipated, contemplated, proposed or threatened, whether financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise) or capital of the Company and (B) no transaction has been entered into by the Company which is material to the Company, other than as disclosed in the Prospectuses or the Prospectus Amendments, as the case may be; (b) in their opinion (A) as of the Effective Date, the Registration Statement and Prospectuses did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) since the Effective Date no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement or the Prospectuses which has not been so set forth; (c) the Company has complied with and satisfied the covenants, terms and conditions of this Agreement on its part to be complied with and satisfied up to the Closing Time; and (d) the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; (e) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; (f) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Securities or any other securities of the Company has been issued or made by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company threatened by any Governmental Authority; (g) since March 31, 2005, there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto); and - 36 - (h) such other matters as the Underwriters may reasonably request. (xiii) Neither the Company nor Borealis shall have sustained since the date of the latest audited financial statements included in the Prospectuses (A) any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectuses or (B) since such date, there shall not have been any change in the capital stock or long-term debt of the Company or Borealis or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and Borealis, otherwise than as set forth or contemplated in the Prospectuses, the effect of which, in any such case described in clause (A) or (B), is, in the judgment of the Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Offered Units and Additional Units being delivered on such Closing Date on the terms and in the manner contemplated in the Prospectuses; (xiv) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the TSX, the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States or Canada shall have become engaged in hostilities (other than those existing prior to the execution and delivery of this Agreement), there shall have been an escalation in hostilities (including hostilities existing prior to the execution and delivery of this Agreement) involving the United States or Canada or there shall have been a declaration of a national emergency or war by the United States or Canada or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or Canada shall be such), including, without limitation, as a result of terrorist activities after the date hereof, or any other calamity or crisis as to make it, in the judgment of the Underwriters, impracticable or inadvisable to proceed with the public offering or delivery of the Offered Units and Additional Units being delivered on such Closing Date on the terms and in the manner contemplated in the Prospectus; (xv) The Underwriter, shall not have discovered and disclosed to the Company on or prior to such Closing Date that the Registration Statement or the Final U.S. Prospectus or any amendment or supplement thereto contains an untrue statement of a fact which, in the reasonable opinion of Goodmans, counsel for the Underwriters, is material or omits to state a fact which, in the reasonable opinion - 37 - of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading; (xvi) The Underwriters shall have received such other certificates, statutory declarations, opinions, agreements or materials in form and substance satisfactory to the Underwriters as the Underwriters may reasonably request. (xvii) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the U.S. Prospectus (exclusive of any supplement thereto) and the Canadian Prospectus, any change in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and Borealis, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the U.S. Prospectus (exclusive of any supplement thereto) and the Canadian Prospectus, and the Underwriters shall not have become aware of any undisclosed material adverse information relating to the Company and its Subsidiaries, or other adverse material development, the effect of which, is, in the sole judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Purchased Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), and the Prospectus (exclusive of any supplement thereto. (xviii) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (xix) The Common Stock comprising the Transaction Securities shall be listed and posted for trading on the TSX at the opening of trading on the Closing Date. (xx) The Underwriters shall have received on the Closing Date such other certificates, statutory declarations, agreements or materials that are customary in public offerings, in form and substance reasonably satisfactory to the Underwriters and their counsel, as the Underwriters and their counsel may reasonably request. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered at the office of Lang Michener LLP, BCE Place, Suite 2500, 181 Bay Street, Toronto, Ontario M5J 2T7, counsel for the Company, on the Closing Date. - 38 - 8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of the Company and of the Underwriters of or incidental to the transactions contemplated by this Agreement and the proposed issue of Transaction Securities contemplated herein including the issue, sale and delivery of the Purchased Securities and all expenses of or incidental to all other matters in connection with the transactions set out in this Agreement shall be the responsibility of and shall be borne directly by the Company, including, without limitation: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), the Preliminary U.S. Prospectus, the Final U.S. Prospectus, and each amendment or supplement to any of them; (ii) the preparation, printing or reproduction and filing with the Canadian Securities Commission of the Preliminary Canadian Prospectus and the Final Canadian Prospectus, including any materials or certificates filed therewith, and each amendment or supplement to any of them; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary U.S. Prospectus, the Final U.S. Prospectus, the Preliminary Canadian Prospectus, the Final Canadian Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Purchased Securities and the issue of the other Transaction Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Transaction Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Transaction Securities; (v) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering and sale of the Transaction Securities; (vi) the registration of the Securities under the Exchange Act and the listing of the Transaction Securities on the TSX; (vii) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (viii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (ix) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Purchased Securities; (x) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (xi) the fees of legal counsel to the Underwriters (plus taxes and disbursements); (xii) the reasonable fees and expenses relating to the marketing of the Securities (including, without limitation, "road shows", marketing meetings, marketing documentation and investor meetings); (xiii) all reasonable out-of-pocket expenses of the Underwriters (including Underwriters' travel expenses in connection with due diligence, marketing meetings and "road shows"); and (xiv) all other costs and expenses incident to the performance by the Company of their obligations hereunder, including any advertising, printing, courier, telecommunications, data searches, travel, entertainment, any other expenses and the fees and disbursements of experts retained by us; and (xv) all related Goods & Services Tax ("GST") and applicable provincial taxes. Such reimbursements will be payable upon a request for payment thereof by us whether or not the proposed transaction or any other transaction contemplated by this Agreement is contemplated. All or part of the amounts payable under this Agreement may be subject to GST or applicable provincial tax. - 39 - 9. INDEMNIFICATION AND CONTRIBUTION (i) The Company agrees to indemnify and hold harmless each of the Underwriters and each of their respective subsidiaries and each of their respective directors, officers, employees, partners, agents and each of their respective directors, officers, employees, agents, each other person, if any, controlling each Underwriter or any of their respective subsidiaries, and each shareholder of each Underwriter, from and against any and all losses (other than loss of profits), expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any indemnified party under this section 9(i) or in enforcing this indemnity to which any indemnified party may become subject or otherwise involved, in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly: (a) any information or statement (except any information or statement relating solely to the Underwriters or provided by the Underwriters) contained in the Registration Statement or any registration statement subsequent prepared and filed with the Commission in connection with the offer, sale or resale of any of the Transaction Securities, Preliminary Canadian Prospectus, the Preliminary U.S. Prospectus, the Prospectuses or any Prospectus Amendment or in any certificate or other document or material filed or delivered by or on behalf of the Company contains or is alleged to contain a misrepresentation; (b) any omission or alleged omission to state in the Registration Statement or any registration statement subsequent prepared and filed with the Commission in connection with the offer, sale or resale of any of the Transaction Securities, the Preliminary Canadian Prospectus, Preliminary US Prospectus, the Prospectuses or any Prospectus Amendment or any certificate or other document or material filed or delivered by or on behalf of the Company, any fact (except facts relating solely to the Underwriters), required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made; (c) any order made or enquiry, investigation or proceeding commenced or threatened by any securities regulatory authority or any other competent authority based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation (except a statement, alleged omission or alleged misrepresentation or alleged statement, omission or misrepresentation relating solely to the Underwriters) in the Registration Statement or any registration statement subsequent prepared and filed with the Commission - 40 - in connection with the offer, sale or resale of any of the Transaction Securities, the Preliminary Canadian Prospectus, Preliminary US Prospectus, the Prospectuses or any Prospectus Amendment or in any other document or material filed or delivered by or on behalf of the Company preventing or restricting the trading in or the sale or Distribution of the Offered Units in any of the Jurisdictions; (d) the breach by the Company of any representation or warranty set forth herein or in any certificate or other document to be delivered pursuant to this Agreement or the failure of the Company to comply with any of their obligations hereunder or thereunder; or (e) the non-compliance or alleged non-compliance by the Company with any of the Canadian Securities Laws or the Securities Act in connection with the transactions contemplated herein. (ii) Each Underwriter severally and not jointly, nor jointly and severally, agrees to indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Canadian Prospectus, the Preliminary U.S. Prospectus, the Prospectuses, or any amendment or supplement thereto (including any term sheet within the meaning of Rule 434 of the Rules and Regulations), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Canadian Prospectus, the Preliminary U.S. Prospectus, the Prospectuses, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by, or on behalf of such Underwriter through the Representative, specifically for inclusion therein, and will reimburse the Company for any reasonable legal or other reasonable expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. (iii) If any claim contemplated by Section 9(i) or Section 9(ii) (collectively, "CLAIMS") is asserted against any indemnified party in respect of which indemnification is or might reasonably be considered to be provided under such sections, the indemnified party will notify the indemnifying party as soon as possible of the nature of such Claim, but the omission to so notify as soon as possible the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party under this Section 9, except to the extent that such omission or delay prejudices their ability to contest such Claim or results in any material increase in the indemnification liability which the - 41 - indemnifying party has with respect to such Claim, and the indemnifying party shall be entitled (but not required) to participate in or assume the defence of any suit or the conduct of any proceeding brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the indemnified party, acting reasonably, and provided that no admission of liability in respect of any such Claim may be made by or on behalf of an indemnified party or an indemnifying party without the prior written consent of all parties hereto. (iv) With respect to any indemnified party under section 9(i) who is not a party to this Agreement, it is the intention of the Company to constitute the Underwriters as trustees for such indemnified party of the rights and benefits of this Section and the Underwriters agree to accept such trust and to hold the rights and benefits of this Section in trust for and on behalf of such indemnified party. (v) In any such Claim referred to in this Section 9, the indemnified party shall have the right to retain other counsel to act on his, her or its behalf and participate in the defence of such Claim, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless: (i) the indemnifying party does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of the other counsel and the manner in which the costs of such counsel are to be shared; or (iii) the named parties to any such Claim (including any added, third or impleaded party) include both the indemnified party on the one hand and the indemnifying party on the other hand, and in the written opinion of counsel to the indemnified party, acting reasonably, the representation of both parties by the same counsel would be inappropriate due to the actual or potential conflicting interests between them or additional defences are available to an indemnified party, in each of which cases the indemnifying party shall not have the right to assume the defence of such suit on behalf of the indemnified party but shall be liable to pay the reasonable fees and expenses of counsel for the indemnified party. In no event shall an indemnifying party be required to pay the reasonable fees and expenses of more than one counsel in any one jurisdiction for all of the Indemnified Parties in respect of any particular Claim or related set of Claims. (vi) Neither the indemnifying party nor any indemnified party will, without each of the other's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought hereunder (whether or not any indemnified party is a party thereto) unless such settlement, compromise, consent or termination includes a release of each indemnified party from any liabilities arising out of such action, suit, proceeding, investigation or claim. (vii) The rights of indemnity contained in this Section 9 shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, expenses, claims, actions, damages or - 42 - liabilities to which the indemnified party may be subject were caused by the negligence or wilful misconduct of the indemnified party. (viii) In the event that the indemnity provided in subsections (i) or (ii) of this Section 9 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company, and the Underwriters, severally and not jointly, agree to contribute to the aggregate loses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively, "LOSSES") to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by the Underwriters from the offering of the Purchased Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of such Securities) be responsible for any amount in excess of the Underwriting Fee applicable to the Purchased Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters, severally and not jointly, shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the Underwriters in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering and sale of the Securities (before deducting expenses) received by them, and benefits received by the Underwriters shall be deemed to be equal to the Underwriting Fee. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (viii), no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and Prospectuses and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (viii). - 43 - (ix) The rights to contribution provided in this Section shall be in addition to and not in derogation of any other right to contribution which the Company and the Underwriters may have by statute or otherwise at law. 10. DEFAULT BY AN UNDERWRITER (i) If any one or more Underwriters shall fail to purchase and pay for any of the Offered Units or Additional Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Purchased Securities, and if such nondefaulting Underwriters do not purchase all of the Purchased Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. (ii) In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representative shall determine in order that the required changes in the Registration Statement and the Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company, and any nondefaulting Underwriter for damages occasioned by its default hereunder. 11. TERMINATION (i) Each Underwriter is entitled to terminate its obligation to purchase the Purchased Securities by written notice to that effect given to the Company at or prior to the Closing Time if: (a) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is instituted, announced or threatened or any order is made by any Governmental Authority (other than an inquiry, action, suit, investigation or proceeding or order based solely upon the activities of the Underwriters), or there is any change of any Laws, or interpretation or administration thereof, which, in the opinion of any of the Underwriters, operates to prevent or restrict the distribution of the Securities in the United States or in any of the Canadian Qualifying Jurisdictions or would prevent or restrict trading in the Securities of the Company or would reasonably be expected to have a significant adverse effect on the market price or value of the Securities; (b) any order to cease or suspend trading in any securities of the Company, or prohibiting or restricting the distribution of the Offered Units and Additional Units is made, announced or threatened, or proceedings are commenced, announced or threatened for the making of any such order, by any securities commission or similar regulatory authority, or by any other competent authority, and has not been rescinded, revoked or withdrawn; - 44 - (c) there occurs any material change, any other change, event or fact contemplated by Section 6(i)(j) which, in the reasonable opinion of that Underwriter, could be expected to result in the purchasers of a material number of Purchased Securities exercising their right under securities Laws to withdraw from or rescind their purchase thereof or sue for damages in respect thereof or which could reasonably be expected to have a significant adverse effect on the market price or value of the Purchased Securities or any of them; (d) the state of the financial markets is such that in the reasonable opinion of that Underwriter, the Purchased Securities cannot be profitably marketed; (e) there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions or any action, law, regulation, inquiry or other occurrence of any nature which, in the opinion of such Underwriter, materially adversely affects or may materially adversely affect the Canadian and U.S. financial markets generally or the business, operations or affairs of the Company and Borealis, taken as a whole, or the market price or value of the Purchased Securities; (f) there is announced any change or proposed change in the income tax laws of the United States or Canada or the interpretation or administration thereof and such change would, in the reasonable opinion of an Underwriter, acting in good faith and after consultation with the Company, be expected to have a significant adverse effect on the marketability of the Purchased Securities; or (g) the Underwriters are advised that the TSX will not approve the listing of the Common Stock. (ii) In addition to the foregoing, this Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to the Closing Date, if at any time prior to such time: (i) (x) trading in the shares of Common Stock shall have been suspended by the Commission, any of the Canadian Securities Commissions or the TSX, or (y) the TSX shall have been suspended or limited or minimum prices shall have been established on the TSX, (ii) a banking moratorium shall have been declared either by Federal, or Nevada State or Canadian authorities, or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States or Canada of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representative, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement and the Prospectuses (exclusive of any supplement thereto). - 45 - (iii) If this Agreement is properly terminated by any of the Underwriters pursuant to Section 11 of this Agreement, there will be no further liability hereunder on the part of that Underwriter or of the Company to that Underwriter, except in respect of any liability that may have arisen or may later arise under Section 9 and Section 10 of this Agreement. The right of the Underwriters or any of them to terminate their respective obligations under this Agreement or to terminate this Agreement is in addition to all other rights and remedies as they may have in respect of any default, act or failure to act of any of the Company in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 11(i) will not be binding upon the other Underwriters. 12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities for a period of five years from the Closing Date. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement. 13. NOTICES Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "NOTICE") shall be in writing addressed as follows: If to the Company addressed and sent to: Gryphon Gold Corporation Suite 810 1130 West Pender Street Vancouver, B.C., V6E 4A4 Attention: Chief Financial Officer Facsimile: (604) 608-3262 with a copy to: Lang Michener LLP BCE Place Suite 2500, 181 Bay Street Toronto, Ontario M5J 2T7 Attention: Philippe Tardif Facsimile: (416) 365-1719 - 46 - Dorsey & Whitney LLP 1420 Fifth Avenue, Suite 3400 Seattle, Washington 98101 Attention: Kenneth Sam Facsimile: (206) 903-8820 to the Underwriters at: Desjardins Securities Inc. 145 King Street West Toronto, Ontario M5H 1J8 Attention: Stephen Altmann Facsimile: Goodmans 355 Burrard Street, Suite 1900 Vancouver, British Columbia, Canada V6C 2G8 Attention: Paul Goldman Facsimile: (604) 682-7131 or to such other address as any of the persons may designate by Notice given to the others. Each Notice shall be personally delivered or sent by commercial courier to the addressee or sent by fax to the addressee and (i) a Notice which is couriered or personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a Notice which is sent by fax shall be deemed to be given and received on the first Business Day following the day on which it is sent. 14. SUCCESSORS This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 9 hereof, and no other person will have any right or obligation hereunder. 15. APPLICABLE LAW This Agreement will be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. 16. ATTORNMENT Each of the Company and each Underwriter hereby agrees: - 47 - (i) that any action or proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in the Province of British Columbia, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such British Columbia court; (ii) that it irrevocably waives any right to, and will not, oppose any such British Columbia action or proceeding on any jurisdictional basis, including forum non convenience; and it will not oppose the enforcement against it in any other jurisdiction of any judgment or order duly obtained from a British Columbia court as contemplated hereunder. 17. PRESS RELEASES AND ADVERTISEMENTS From and after the date hereof, the Company shall provide the Representative with a copy of all press releases and advertisements to be issued by the Company concerning the Offering prior to the issuance thereof, and shall give the Representative a reasonable opportunity to provide comments on any such press release or advertisement. 18. AUTHORITY OF THE REPRESENTATIVE The Representative is hereby authorized by the other Underwriters to act on their behalf and the Company shall be entitled to and shall act on any Notice given hereunder or agreement entered into by or on behalf of the Underwriters by the Representative, who represents and warrants that it has irrevocable authority to bind the Underwriters, except in respect of any consent to an admission of liability) which consent shall be given by each of the Underwriters, a notice of termination pursuant to Section 11(i) which notice may be given by any of the Underwriters. To the extent practicable, the Representative agrees to use commercially reasonable efforts to consult with the other Underwriters concerning any material matters which may arise hereunder before it binds the Underwriters with respect to any such matters. 19. COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. The transmission by facsimile of a copy of the execution page hereof reflecting the execution of this Agreement by any party hereto shall be effective to evidence that party's intention to be bound by this Agreement and that party's agreement to the terms, provisions and conditions hereof, all without the necessity of having to produce an original copy of such execution page. 20. HEADINGS The section headings used herein are for convenience only and shall not affect the construction hereof. - 48 - 21. SEVERABILITY If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement. 22. FUNDS All funds referred to in this Agreement shall be in Canadian dollars unless otherwise expressly indicated. 23. TIME OF THE ESSENCE Time shall be of the essence of this Agreement. 24. ENTIRE AGREEMENT This Agreement and those provisions of the engagement letter agreement dated March 9, 2005 among the Company and the Representative that by their terms survive the execution of this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof, provided however that to the extent any such provisions are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall govern. 25. DEFINITIONS The terms which follow, when used in this Agreement, shall have the meanings indicated. "Additional Units" has the meaning given to it in the second paragraph of this Agreement. "Agreement" means this agreement as it may be amended, modified or supplemented from time to time in accordance with its terms. "Amended Preliminary Prospectus" has the meaning given to it in Section 1(i)(b). "BCSC" means the British Columbia Securities Commission. "Borealis" means Borealis Mining Company. "Borealis Lease" means the lease dated January 24, 1997, referenced in the Prospectuses and Registration Statement. "Borealis Property" has the meaning attributed to this term in the Registration Statement and Prospectuses. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in Toronto, Ontario. "Canadian Prospectus" means, collectively, the Preliminary Canadian Prospectus and the Final Canadian Prospectus. - 49 - "Canadian Qualifying Jurisdictions" means each of the Provinces of Canada. "Canadian Securities Commissions" means, collectively, the securities commissions or other securities regulatory authorities in each of the Canadian Qualifying Jurisdictions. "Canadian Securities Laws" means all applicable securities laws in each of the Canadian Qualifying Jurisdictions emanating from Governmental Authorities, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions, all discretionary rulings and orders applicable to the Company, if any, of the Canadian Securities Commissions and all rules, by-laws and regulations governing the TSX, all as the same are in effect at the date hereof and as amended, supplemented or replaced from time to time during the period of Distribution. "Claim" has the meaning given to it in Section 9. "Closing" means the completion of the issue and sale by the Company of the Offered Units pursuant to this Agreement. "Closing Date" means o, 2005 or such other date as the Company and the Underwriters may agree upon in writing. "Closing Time" means o a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Underwriters may agree "Commission" shall mean the Securities and Exchange Commission. "Common Stock" has the meaning given to it in the first paragraph of this Agreement. "Distribution" means "distribution" or "distribution to the public" of the Transaction Securities as those terms are defined in Canadian Securities Laws. "Distribution Period" means the period commencing on the date hereof and ending on the date of the completion of the Distribution of the Offered Units and Additional Units in Canada and ending on the earlier of the expiry date of the Warrants or the date the last Warrant has been exercised in the United States. "Effective Date" means the date of the Effective Time. "Effective Time" means the date and the time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. - 50 - "FCPA" means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. "Final Canadian Prospectus" means the (final) prospectus of the Company dated o, 2005 (in both the English and French languages unless the context indicates otherwise), filed in each of the Qualifying Provinces in accordance with Canadian Securities Laws. "Final U.S. Prospectus" means the (final) prospectus of the Company dated o, 2005 filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations. "Financial Information" has the meaning given to it in Section 6(i)(b). "Governmental Authority" means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board, or authority of any of the foregoing, or (c) any quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and any stock exchange or self-regulatory authority and, for greater certainty, includes the Canadian Securities Commissions, the TSX and Market Regulation Services Inc. "indemnified party" and "indemnified parties" have the meanings given to such expressions in Section 9. "Intellectual Property" has the meaning given to it in Section 1(i)(ddd). "Jurisdiction" means each of the Qualifying Canadian Jurisdictions and the United States. "Laws" means applicable securities laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term .applicable. with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities. "Legal Fees" has the meaning given to it in Section 4. "Material Adverse Effect" means, with respect to any person or entity, a material adverse effect on the business, affairs, property, liabilities (contingent or otherwise), operating results, capital or prospects of such person or entity. "Material Contracts" means each of the agreements referred to in the Final Canadian Prospectus under the heading "Material Contracts" which have been executed on or before such date as the context may require. "MRRS" means the mutual reliance review system procedures provided for under National Policy 43-201 - Mutual Reliance Review System for Prospectuses and Annual Information Forms. - 51 - "MRRS Decision Document" has the meaning given to it in Section 6. "Notice" has the meaning given to it in Section 14. "Offered Units" has the meaning given to it in the first paragraph of this Agreement. "Offering" has the meaning given to it in the first paragraph of this Agreement. "Out of Pocket Expenses" has the meaning given to it in Section 4. "Over-Allotment Option" has the meaning given to it in the first paragraph of this Agreement. "Over-Allotment Option Closing Date" means the date, which shall be a Business Day, as set out in the Over-Allotment Option Notice or such other date as the Company and the Underwriters may agree upon in writing. "Over-Allotment Option Closing Time" means o a.m. (Toronto time) on the Over Allotment Option Closing Date or such other time as the Company and the Underwriters may agree upon. "Over-Allotment Option Expiry Date" means the date which is 30 days following the Closing Date. "Over-Allotment Option Notice" has the meaning given to it in Section 4. "Permits" has the meaning given to it in Section 1(i)(j); "Preliminary Canadian Prospectus" means the preliminary prospectus of the Company dated August 17, 2005 (in both the English and French languages unless the context indicates otherwise) filed in each of the Qualifying Provinces in accordance with Canadian Securities Laws. "Preliminary U.S. Prospectus" means each prospectus included in the Registration Statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Rules and Regulations. "Prospectus Amendment" means any amendment or supplement to the Final Canadian Prospectus (in both the English and French languages unless the context indicates otherwise) and/or any amendment or supplement to the Final U.S. Prospectus. "Prospectuses" means the Final Canadian Prospectus and the Final U.S. Prospectus. "Purchased Securities" has the meaning given to it in paragraph 4 of this Agreement. "Qualified Institutional Buyers" means a qualified institutional buyer as that term is defined in Rule 144A of the Securities Act. "Registration Statement" has the meaning given to it in Section 1(i)(a) of this Agreement. "Rules and Regulations" has the meaning given to it in Section 1(i)(a). - 52 - "Securities Act" has the meaning given to it in Section 1(i)(a). "Selling Firms" means such investment dealers and brokers through which the Underwriters may sell Securities to the public under the terms of this Agreement. "Shareholders" means holders of Common Stock. "Stock Option Plan" means the Gryphon Gold Corporation 2004 Stock Incentive Plan. "Tax Act" means the Income Tax Act (Canada). "Taxes" includes all forms of taxation (including, without limitation, any net income or gains, minimum, gross income, gross receipts, sales, use, ad valorem, value-added, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, capital stock, occupation, property, custom, environmental or windfall tax or duty), together with interest, penalties and additions imposed with respect to the foregoing, imposed by any local, municipal, state, provincial, Federal or other government, governmental entity or political subdivision, whether of Canada, the United States or other country or political unit. "Tax Return" means all returns, declarations, statements, reports, schedules, forms and information returns, whether original or amended, relating to Taxes. "to the best of the knowledge of" means (unless otherwise expressly stated) a statement to the best of the declarant's knowledge after due inquiry. "Transaction Documents" means this Agreement and the Warrant Indenture and the other Material Contracts. "Transaction Securities" has the meaning given to it in the fourth paragraph of this Agreement. "TSX" means the Toronto Stock Exchange. "Underlying Shares" means the shares of Common Stock issuable upon exercise of the Warrants and Underwriters' Option. "Underwriters" has the meaning given to it in the first paragraph of this Agreement. "Underwriters' Option" has the meaning given to it in paragraph 3(ii) of this Agreement. "Units" has the meaning given to it in the first paragraph of this Agreement. "U.S. Prospectus" means, collectively, the Preliminary U.S. Prospectus and the Final U.S. Prospectus. "Warrants" has the meaning given to it in the first paragraph of this Agreement. "Warrant Indenture" means a Warrant Indenture to be dated as of the Closing Date between the Company and Computershare establishing the Warrants. - 53 - If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning them to the Representative upon which this letter as so accepted shall constitute an Agreement among us. Yours very truly, DESJARDINS SECURITIES INC. By: ----------------------------------- Name: CIBC WORLD MARKETS INC. By: ----------------------------------- Name: BOLDER INVESTMENT PARTNERS LTD. By: ----------------------------------- Name: ORION SECURITIES INC. By: ----------------------------------- Name: The foregoing offer is accepted and agreed to as of the date first above written. GRYPHON GOLD CORPORATION By: ----------------------------------- Name: By: ----------------------------------- Name: - 54 - SCHEDULE I

NUMBER OF UNDERWRITTEN UNDERWRITERS SECURITIES TO BE PURCHASED ------------ -------------------------- Desjardins Securities Inc. o CIBC World Markets Inc. o Bolder Investment Partners Ltd. o Orion Securities Inc. o TOTAL o

- 55 - EXHIBIT A LOCK-UP AGREEMENTS - 56 - EXHIBIT B CANADIAN COUNSEL OPINION - 57 - EXHIBIT C FORM OF OPINION OF DORSEY & WHITNEY LLP EXHIBIT D FORM OF OPINION OF PARR WADDOUPS BROWN GEE & LOVELESS EXHIBIT E FORM OF OPINION OF SNELL & WILMER LLP EX-4.2 3 o18029bexv4w2.txt FORM OF WARRANT INDENTURE Exhibit 4.2 GRYPHON GOLD CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA ---------- WARRANT INDENTURE PROVIDING FOR THE ISSUE OF UP TO __ CLASS A WARRANTS ---------- __, 2005 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1.1 Definitions......................................................... 1 1.2 Construction........................................................ 5 1.3 Business Day........................................................ 6 1.4 Time of the Essence................................................. 6 1.5 Applicable Law...................................................... 6 1.6 Severability........................................................ 6 1.7 Schedule............................................................ 6 1.8 Conflicts........................................................... 7 ARTICLE 2 ISSUE OF WARRANTS 2.1 Issue of Warrants................................................... 7 2.2 Form and Terms of Warrants.......................................... 7 2.3 Signing of Warrant Certificates..................................... 7 2.4 Certification by the Trustee........................................ 8 2.5 Warrantholder Not a Shareholder, Etc................................ 8 2.6 Issue in Substitution for Lost Warrant Certificates................. 8 2.7 Warrants to Rank Pari Passu......................................... 9 2.8 Register for Warrants............................................... 9 2.9 Transferee Entitled to Registration................................. 10 2.10 Registers Open for Inspection....................................... 10 2.11 Exchange of Warrants................................................ 10 2.12 Ownership of Warrants............................................... 11 2.13 Adjustment of Exercise Rights....................................... 11 2.14 Adjustment Rules.................................................... 15 2.15 Postponement of Subscription........................................ 16 2.16 Notice of Adjustment of Exercise Rights............................. 16 2.17 No Action after Notice.............................................. 17 2.18 No Duty to Inquire.................................................. 17 2.19 Rights Issued in Respect of Underlying Securities Issued on Exercise............................................................ 17 ARTICLE 3 EXERCISE OF WARRANTS 3.1 Method of Exercise of Warrants...................................... 18 3.2 Expiration of Warrants.............................................. 22 3.3 Effect of Exercise of Warrants...................................... 22 3.4 Cancellation of Warrant Certificates................................ 23 3.5 No Fractional Shares................................................ 23 3.6 Securities Restrictions; Legends.................................... 24 ARTICLE 4 COVENANTS 4.1 General Covenants................................................... 24 4.2 Trustee Remuneration and Expenses................................... 25 4.3 Performance of Covenants by Trustee................................. 26 ARTICLE 5 ENFORCEMENT 5.1 Suits by Warrantholders............................................. 26 -2- ARTICLE 6 MEETINGS OF WARRANTHOLDERS 6.1 Right to Convene Meetings........................................... 26 6.2 Notice.............................................................. 27 6.3 Chair............................................................... 27 6.4 Quorum.............................................................. 27 6.5 Power to Adjourn.................................................... 28 6.6 Show of Hands....................................................... 28 6.7 Poll and Voting..................................................... 28 6.8 Regulations......................................................... 28 6.9 Company, Trustee and Counsel May Be Represented..................... 29 6.10 Powers Exercisable by Extraordinary Resolution...................... 29 6.11 Meaning of Extraordinary Resolution................................. 30 6.12 Powers Cumulative................................................... 31 6.13 Minutes............................................................. 31 6.14 Instruments in Writing.............................................. 31 6.15 Binding Effect of Resolutions....................................... 32 6.16 Holdings by the Company or Subsidiaries Disregarded................. 32 ARTICLE 7 SUPPLEMENTAL INDENTURES 7.1 Supplemental Indentures............................................. 32 7.2 Successor Corporations.............................................. 33 ARTICLE 8 CONCERNING THE TRUSTEE 8.1 Trust Indenture Legislation......................................... 33 8.2 Rights and Duties of Trustee........................................ 34 8.3 Evidence, Experts and Advisers...................................... 34 8.4 Documents Held by Trustee........................................... 35 8.5 Actions by Trustee to Protect Interests............................. 36 8.6 Trustee Not Required to Give Security............................... 36 8.7 Protection of Trustee............................................... 36 8.8 Replacement of Trustee.............................................. 36 8.9 Conflict of Interest................................................ 37 8.10 Acceptance of Trusts................................................ 38 8.11 Trustee Not to Be Appointed Receiver................................ 38 8.12 Indemnity of Trustee................................................ 38 8.13 Notice.............................................................. 38 8.14 Additional Provisions............................................... 39 ARTICLE 9 GENERAL 9.1 Notice.............................................................. 39 9.2 Accidental Failure to Give Notice to Warrantholders................. 41 9.3 Counterparts and Formal Date........................................ 41 9.4 Satisfaction and Discharge of Indenture............................. 41 9.5 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders.................................................. 41 9.6 Language............................................................ 41 9.7 Purchase of Warrants by Company..................................... 42 9.8 Assignment.......................................................... 42 9.9 No Waiver, etc...................................................... 42 9.10 Further Assurances.................................................. 42 THIS WARRANT INDENTURE dated __, 2005. BETWEEN: GRYPHON GOLD CORPORATION, a corporation existing under the laws of the State of Nevada, (hereinafter referred to as the "COMPANY"), - and - COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company organized and existing under the laws of Canada and duly authorized to carry on the trust business in each province of Canada, (hereinafter referred to as the "TRUSTEE"), WHEREAS the Company is duly authorized to create and issue the common stock purchase warrants designated as "Class A Warrants" to be issued as herein provided; AND WHEREAS all things necessary have been done and performed to make the Class A Warrants, when certified by the Trustee and issued as in this Indenture provided, legal, valid and binding upon the Company with the benefits of and subject to the terms of this Indenture; AND WHEREAS the Trustee has agreed to enter into this Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who from time to time become holders of Class A Warrants issued pursuant to this Indenture; NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given, the receipt and sufficiency of which are hereby acknowledged, the Company hereby appoints the Trustee as warrant trustee for the holders of Class A Warrants, to hold all rights, interests and benefits contained herein for and on behalf of those persons who from time to time become holders of Class A Warrants issued pursuant to this Indenture, and it is hereby agreed and declared as follows: ARTICLE 1 INTERPRETATION 1.1 DEFINITIONS In this Indenture, unless there is something in the subject matter or context inconsistent therewith, the following phrases and words shall have the meanings set out below and grammatical variations of such terms shall have corresponding meanings: - 2 - "ACCREDITED INVESTOR" means an "accredited investor" as defined in Rule 501(a) of Regulation D; "APPLICABLE LEGISLATION" has the meaning set out in Section 8.1(a); "BUSINESS DAY" means a day other than a Saturday, Sunday or civic or statutory holiday in Toronto, Ontario or the City of Golden, Colorado; "CAPITAL REORGANIZATION" has the meaning set out in Section 2.13(e); "COMMON SHARES" means the fully paid and non-assessable shares of common stock in the capital of the Company, as currently constituted; "COMPANY" means Gryphon Gold Corporation, a corporation existing under the laws of the State of Nevada, and its successors from time to time; "COMPANY'S AUDITORS" means Ernst & Young LLP or any other independent chartered accountant or firm of chartered accountants duly appointed as auditors of the Company from time to time; "COUNSEL" means a lawyer or a firm of lawyers (who may be counsel for the Company) acceptable to the Trustee, acting reasonably; "CURRENT MARKET PRICE PER COMMON SHARE" means, at any date, the Canadian dollar volume weighted average closing price per Common Share for the 20 consecutive Trading Days commencing on the Trading Day immediately before such date on the TSX or, if the Common Shares are not then listed on the TSX then on such other stock exchange or Nasdaq on which the Common Shares are then listed or quoted as may be selected by the directors of the Company or, if the Common Shares are not then listed or quoted on any stock exchange or Nasdaq then on such other stock exchange on which the Common Shares are then listed as may be selected by the directors of the Company or, if the Common Shares are not then listed on a stock exchange, on the over-the-counter market (provided that, in each case, if such average price is not in U.S. dollars, such price will be translated into U.S. dollars using the then applicable Exchange Rate); provided that, if there is no market for the Common Shares during all or part of such period during which the Current Market Price per Common Share would otherwise be determined, the Current Market Price per Common Share shall in respect of all or such part of the period be determined by a nationally-recognized firm of chartered accountants appointed by the Company (who may be the Company's auditors), in each case appropriately adjusted to take into account the occurrence during such 20-Trading Day period of any event that would result in an adjustment of the Exercise Price pursuant to Section 2.13; "DIRECTOR" means a director of the Company for the time being and, unless otherwise specified herein, reference herein to an "ACTION OF THE DIRECTORS" means an action by the directors of the Company as a board or, whenever duly empowered, an action by a committee of directors; "DIVIDENDS PAID IN ORDINARY COURSE" means such dividends paid in cash on the Common Shares in any fiscal year of the Company to the extent that such dividends in the aggregate do not exceed in amount or value the greatest of: -3- (a) 110% of the aggregate amount or value of the dividends paid by the Company on its Common Shares in the 12 consecutive months ended immediately prior to the first day of such fiscal year; (b) 25% of the consolidated net earnings of the Company before extraordinary items and after dividends paid on any and all preferred shares of the Company for the most recently completed fiscal year (such consolidated net earnings to be shown in the audited financial statements of the Company prepared in accordance with United States generally accepted accounting principles); and (c) 10% of the Shareholders' Equity. "ELIGIBLE INSTITUTION" means a Canadian chartered bank, a major trust company in Canada, a firm which is a member of a recognized stock exchange in Canada, a member of the Investment Dealers Association of Canada, a national securities exchange in the United States or the National Association of Securities Dealers, Inc., or a participant in the Securities Transfer Agents Medallion (STAMP) Program; "EXCHANGE RATE" means, on any date for determination, the rate at which United States dollars may be exchanged into Canadian dollars calculated using the noon buying rate in The City of New York for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York; provided that in the event that such rate is not quoted or published by the Federal Reserve Bank of New York, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be determined by the Company; "EXERCISE DATE", with respect to any Warrant, means the date during the Exercise Period on which such Warrant is surrendered for exercise in accordance with the provisions of Article 3; "EXERCISE PERIOD", with respect to any Warrant, means the period beginning at the date hereof and ending at the Expiry Time; "EXERCISE PRICE" means, at any time, CDN$__ per Common Share, unless such price shall have been adjusted in accordance with the provisions of Sections 2.13 and 2.14, in which case it shall mean the adjusted price in effect at such time; "EXPIRY DATE", with respect to any Warrant, means __, __; "EXPIRY TIME" means 5:00 p.m. (Toronto time) on the Expiry Date; "EXTRAORDINARY RESOLUTION" has the meaning set out in Section 6.11; "ISSUER BID" has the meaning set out in Section 2.13(d); "NASDAQ" means the Nasdaq National Market; "PERSON" includes, without limitation, an individual, corporation, partnership, joint venture, trust, firm, unincorporated organization or any other legal or business entity; -4- "REGISTRATION STATEMENT" means the Company's registration statement filed with the SEC under the 1933 Act, registering the Common Shares issuable upon exercise of the Class A Warrants; "REGULATION D" means Regulation D under the 1933 Act; "REGULATION S" means Regulation S under the 1933 Act; "RIGHTS OFFERING" has the meaning set out in Section 2.13(b); "RIGHTS PERIOD" has the meaning set out in Section 2.13(b); "SEC" means the United States Securities and Exchange Commission; "SHARE REORGANIZATION" has the meaning set out in Section 2.13(a); "SHAREHOLDER" means a holder of record on the books of the Company of one or more Common Shares; "SHAREHOLDERS' EQUITY" means the aggregate of all classes of share capital, other paid in capital, retained earnings/deficit and any and all surplus accounts and reserves as shown on the audited financial statements of the Company for the most recently ended fiscal year prepared in accordance with United States generally accepted accounting principles; "SPECIAL DISTRIBUTION" has the meaning set out in Section 2.13(c); "SUCCESSOR" has the meaning set out in Section 7.2, unless the context otherwise requires; "TRADING DAY" means any day on which trading occurs on the TSX (or such other exchange or market provided for in the definition of "CURRENT MARKET PRICE"), and at least one trade of at least one board lot of Common Shares occurs on such day; "TRUSTEE" means Computershare Trust Company of Canada, a trust company organized and existing under the laws of Canada, or its successors for the time being in the trusts hereby created; "TSX" means The Toronto Stock Exchange; "UNDERLYING SECURITIES" means the Common Shares issuable upon the exercise of the Warrants, including the shares or other securities or property issuable upon the exercise of the Warrants as a result of any adjustment of exercise rights pursuant to Sections 2.13 and 2.14; "UNITED STATES" means "UNITED STATES" as defined in 902(l) of Regulation S; "U.S. PERSON" means a "U.S. PERSON" as defined in Rule 902(k) of Regulation S; "U.S. PROSPECTUS" means a prospectus meeting the requirements of Section 10(a) of the 1933 Act; -5- "U.S. PURCHASER" means (i) a person in the United States, (ii) a U.S. Person or person purchasing on behalf, or for the benefit or account, of any U.S. Person or person in the United States, (iii) a person who was in the United States at the time the order was made to exercise Class A Warrants or (iv) a person who executed or delivered a Warrant Exercise Form while in the United States; "U.S. AGENT" means Computershare Trust Company, Inc. or any replacement agent of the Trustee designated by the Trustee, with the approval of the Company, from time to time; "WARRANT CERTIFICATES" has the meaning set out in Section 2.1; "WARRANT EXERCISE FORM" means the warrant exercise form attached to the Warrant Certificates; "WARRANTHOLDER" or "HOLDER" means a person whose name is entered for the time being in the register maintained pursuant to Section 2.8(b) and, for greater certainty, in respect of any action to be taken by a holder in respect of his Warrants, means the holder or his successors, executors, administrators or other legal representatives or his or their attorney duly appointed by instrument in writing in form, substance and execution satisfactory to the Trustee with signatures guaranteed by an Eligible Institution; "WARRANTHOLDERS' REQUEST" means an instrument signed in one or more counterparts by Warrantholders holding in the aggregate not fewer than 25% of the then outstanding Warrants, requesting the Trustee to take some action or proceeding specified therein; "WARRANTS" or "CLASS A WARRANTS" means the up to __ Class A Warrants of the Company issuable hereunder; "WRITTEN ORDER OF THE COMPANY", "WRITTEN REQUEST OF THE COMPANY", "WRITTEN CONSENT OF THE COMPANY", "CERTIFICATE OF THE COMPANY" and any other document required to be signed by the Company means, respectively, a written order, request, consent, certificate or other document signed in the name of the Company by any one of the chairman of the board of directors, chief executive officer, president, secretary, or any vice-president of the Company, and may consist of one or more instruments so executed; and "1933 ACT" or "SECURITIES ACT" means the United States Securities Act of 1933, as amended. 1.2 CONSTRUCTION In this Indenture, unless otherwise expressly stated or the context otherwise requires: (a) the division of this Indenture into Articles and Sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture; (b) the terms, "THIS INDENTURE", "HEREIN", "HEREBY", "HEREOF" and "HEREUNDER" and similar expressions refer to this warrant indenture and not to any particular -6- Article, Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto; (c) references to Articles, Sections and Schedules are to the specified Articles or Sections of or Schedules to this Indenture; (d) words importing the singular include the plural and vice versa and words importing any gender shall include the masculine, feminine and neutral genders; (e) all references herein and in the Warrant Certificates to dollar amounts are references to United States dollars; and (f) the words "INCLUDES" and "INCLUDING", when following any general term or statement, is not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement. 1.3 BUSINESS DAY In the event that any day on or before which any action is required or permitted to be taken hereunder is not a Business Day, then such action shall be required or permitted to be taken on or before the requisite time on the next succeeding day that is a Business Day. 1.4 TIME OF THE ESSENCE Time shall be of the essence in all respects in this Indenture and the Warrants. 1.5 APPLICABLE LAW This Indenture (and any amendments hereto and instruments supplemental hereto), and the Warrants shall be governed by and construed and enforced in accordance with the laws of the Province of Ontario, subject to the Nevada General Business Corporation Law of the State of Nevada. The parties irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to any matter arising under or related to the Indenture. 1.6 SEVERABILITY If any provision of this Indenture shall be held by any court of competent jurisdiction to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, or part thereof, of this Indenture and such remaining provisions, or part thereof, shall remain enforceable and binding. 1.7 SCHEDULE The following schedule is attached to and forms part of this Indenture: Schedule A - Form of Warrant Certificate -7- Schedule B - Form of Warrant Exercise Certification 1.8 CONFLICTS In the event there is any conflict between this Indenture and any Warrant Certificate, the provisions under this Indenture shall govern and prevail. ARTICLE 2 ISSUE OF WARRANTS 2.1 ISSUE OF WARRANTS A maximum of __ Warrants entitling the holders thereof to purchase an aggregate maximum of __ Common Shares (or such other kind and amount of Underlying Securities determined pursuant to the provisions of Sections 2.13 and 2.14, if applicable) are hereby created and authorized to be issued hereunder upon the terms and conditions herein set forth. Certificates evidencing the Warrants (the "WARRANT CERTIFICATES") shall be executed by the Company and certified by or on behalf of the Trustee upon written order of the Company and delivered by the Company in accordance with Sections 2.3 and 2.4. 2.2 FORM AND TERMS OF WARRANTS (a) The Warrant Certificates shall be substantially in the form set out in Schedule A hereto, shall be dated as of the date hereof (regardless of their actual date of issue), shall be fully registered and shall have such distinguishing letters and numbers as the Company may, with the approval of the Trustee, prescribe and may include a translation into the French language. Warrant Certificates may be typewritten, engraved, lithographed, printed or mimeographed as the Company may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 2. (b) Each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase (subject to Sections 2.13, 2.14 and 3.1), for the Exercise Price, one Common Share, or such other kind and amount of Underlying Securities calculated pursuant to the provisions of Sections 2.13 and 2.14, as the case may be, at any time after the issuance of such Warrant and prior to the Expiry Time in accordance with the provisions of this Indenture. (c) Any legends to be typed on to the Warrant Certificates or the Underlying Securities shall be typed thereon in accordance with the provisions of this Indenture upon the written direction of the Company. The Trustee and the Company shall have no duty to ensure that the Warrantholders comply with the provisions of any such legend. 2.3 SIGNING OF WARRANT CERTIFICATES The Warrant Certificates shall be signed by any officer of the Company, and may but need not be under the corporate seal of the Company or a reproduction thereof. The signature of -8- such officer may be mechanically reproduced in facsimile, and Warrant Certificates bearing such facsimile signatures shall be binding upon the Company as if they had been manually signed by such officer. Notwithstanding that the person whose manual or facsimile signature appears on any Warrant Certificate as such officer may no longer hold office at the date of issue of such Warrant Certificate or at the date of certification or delivery thereof, any Warrant Certificate signed as aforesaid shall, subject to Section 2.4, be valid and binding upon the Company and the registered holder thereof shall be entitled to the benefits of this Indenture. 2.4 CERTIFICATION BY THE TRUSTEE (a) No Warrant Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the registered holder to the benefit hereof or thereof until it has been certified by manual signature by or on behalf of the Trustee in the form of the certificate set out in Schedule A and such certification by the Trustee upon any Warrant Certificate shall be conclusive evidence as against the Company that the Warrant Certificate so certified has been duly issued hereunder and the holder is entitled to the benefits hereof. (b) The certification of the Trustee on Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or the Warrants (except the due certification thereof), and the Trustee shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration therefor except as otherwise specified herein. 2.5 WARRANTHOLDER NOT A SHAREHOLDER, ETC. The holding of a Warrant shall not be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder nor entitle the holder to any right or interest in respect thereof (including the right to vote at, to receive notice of or to attend meetings of Shareholders or any other proceedings of the Company, or any right to receive dividends and other distributions) except as expressly provided herein or in the Warrants. 2.6 ISSUE IN SUBSTITUTION FOR LOST WARRANT CERTIFICATES (a) In the case where any Warrant Certificate shall become mutilated or be lost, destroyed or stolen, the Company, subject to applicable law and Section 2.6(b), shall issue and thereupon the Trustee shall certify and deliver a new Warrant Certificate of like tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated certificate, or in lieu of and in substitution for such lost, destroyed or stolen certificate, and the substituted certificate shall be in a form approved by the Trustee and shall be entitled to the benefits hereof and such substituted certificate shall rank equally in accordance with its terms with all other Warrant certificates issued or to be issued hereunder. (b) The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.6 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Company and to -9- the Trustee such evidence of ownership and of the loss, destruction or theft of the certificate so lost, destroyed or stolen as shall be satisfactory to the Company and to the Trustee in their sole discretion, and such applicant also may be required to furnish an indemnity or security in amount and form satisfactory to the Company and the Trustee in their sole discretion and shall pay the reasonable charges of the Company and the Trustee in connection therewith. 2.7 WARRANTS TO RANK PARI PASSU All Warrants shall rank pari passu, whatever may be the actual date of issue of the Warrant Certificates evidencing same. 2.8 REGISTER FOR WARRANTS (a) The Company hereby appoints the Trustee as registrar of the Warrants. The Company may hereafter, with the consent of the Trustee, appoint one or more additional registrars of the Warrants. (b) The Company shall cause to be kept by the Trustee at its principal office in the City of Toronto, Ontario: (i) a register of holders of Warrants in which shall be entered the names and addresses of the holders of the Warrants and of the number of Warrants held by them; and (ii) a register of transfers of Warrants in which shall be entered the date and other particulars of each transfer of Warrants. (c) No transfer of a Warrant shall be valid unless made by: (i) the holder or his successors, executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee with signatures guaranteed by an Eligible Institution; or (ii) the liquidator of, or a trustee in bankruptcy for, a Warrantholder, and in compliance with such reasonable requirements as the Trustee and the Company may prescribe (including the requirement to provide evidence of satisfactory compliance with applicable securities laws) and recorded on the register of transfers maintained by the Trustee pursuant to Section 2.8(b), nor until all stamp taxes or governmental or other charges arising by reason of such transfer have been paid by the Warrantholder. Subject to the Trustee complying with the provisions of this Indenture, the Trustee may assume compliance with applicable securities laws unless otherwise notified in writing by the Company. -10- 2.9 TRANSFEREE ENTITLED TO REGISTRATION The transferee of a Warrant shall, after the transfer form printed on the Warrant Certificate and any other form of transfer acceptable to the Trustee is duly completed and the Warrant is lodged with the Trustee at its principal office in the City of Toronto, Ontario, or at the principal office of the U.S. Agent in the City of Golden, Colorado (or at such additional place or places as may be designated by the Company from time to time with the approval of the Trustee) and upon compliance with all other conditions in that regard required by this Indenture or by law, be entitled to have his name entered on the register of holders as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, save in respect of equities of which the Company or the transferee is required to take notice by statute or by order of a court of competent jurisdiction. 2.10 REGISTERS OPEN FOR INSPECTION The registers referred to in Section 2.8 shall be open at all reasonable times during business hours on a Business Day for inspection by the Company, the Trustee or any Warrantholder. The Trustee shall, from time to time when requested to do so by the Company, furnish the Company with a list of the names and addresses of holders of Warrants entered in the register of holders kept by the Trustee and showing the number of Underlying Securities that might then be acquired upon the exercise of the Warrants held by each such holder. 2.11 EXCHANGE OF WARRANTS (a) Warrant Certificates may, upon compliance with the reasonable requirements of a Trustee, be exchanged for Warrant Certificates in any other authorized denomination representing in the aggregate the same number of Warrants. The Company shall sign and the Trustee shall certify, in accordance with Sections 2.3 and 2.4, all Warrant Certificates necessary to carry out the exchanges contemplated herein. (b) Warrant Certificates may be exchanged at the principal stock and bond transfer office of the Trustee in the City of Toronto, Ontario and may be tendered for exchange at the principal office of the U.S. Agent in the City of Golden, Colorado or at any other place that is designated by the Company with the approval of the Trustee. Any Warrant Certificates tendered for exchange shall be surrendered to the Trustee and cancelled. (c) No charge will be levied by the Company or the Trustee upon a presenter of a Warrant Certificate pursuant to this Indenture for the transfer of any Warrant or for the exchange of any Warrant Certificate but reimbursement to the Trustee or the Company for any and all taxes or governmental or other charges required to be paid shall be made by the person requesting such exchange as a condition precedent to such exchange. -11- 2.12 OWNERSHIP OF WARRANTS The Company and the Trustee shall deem and treat the registered holder of any Warrant Certificate as the absolute owner of the Warrant represented thereby for all purposes, and the Company and the Trustee shall not be affected by any notice or knowledge to the contrary except where such person is required to take notice by statute or by order of a court of competent jurisdiction. 2.13 ADJUSTMENT OF EXERCISE RIGHTS The Exercise Price per Common Share and the number of Common Shares which may be subscribed for upon exercise of a Warrant shall be subject to adjustment from time to time upon the occurrence of any of the events and in the manner provided as follows: (a) If and whenever at any time prior to the Expiry Time the Company shall: (i) declare a dividend or make a distribution on its Common Shares in each case payable in Common Shares (or securities exchangeable for or convertible into Common Shares), or (ii) subdivide or change its outstanding Common Shares into a greater number of Common Shares, or (iii) reduce, combine or consolidate its outstanding Common Shares into a lesser number, (any of such events in these clauses 2.13(a)(i), (ii) and (iii) being called a "SHARE REORGANIZATION"), then effective immediately after the record date or effective date, as the case may be, at which the holders of Common Shares are determined for the purposes of the Share Reorganization, the Exercise Price shall be adjusted to a price determined by multiplying the applicable Exercise Price in effect on such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of additional Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares immediately after giving effect to such Share Reorganization). (b) If and whenever at any time prior to the Expiry Time the Company shall fix a record date for the issuing of rights, options or warrants to all or substantially all of the holders of the Common Shares entitling them for a period expiring not more than 45 days after such record date (the "RIGHTS PERIOD") to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) which is less than 95% of the Current Market Price per Common Share -12- on the record date for such issue (any of such events being called a "RIGHTS OFFERING"), then effective immediately after the end of the Rights Period the Exercise Price shall be adjusted to a price determined by multiplying the applicable Exercise Price in effect at the end of the Rights Period by a fraction the numerator of which shall be the sum of: (i) the number of Common Shares outstanding as of the record date for the Rights Offering, and (ii) a number determined by dividing (A) either the product of (i) the number of Common Shares issued during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering and (ii) the price at which such Common Shares are issued, or, as the case may be, the product of (iii) the number of Common Shares for or into which the convertible or exchangeable securities issued during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering are exchangeable or convertible and (iv) the exchange or conversion price of the convertible or exchangeable securities so issued, by (B) the Current Market Price per Common Share as of the record date for the Rights Offering, and the denominator of which shall be the number of Common Shares outstanding (including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering) or which would be outstanding upon the conversion or exchange of all convertible or exchangeable securities issued during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering, as applicable, in each case after giving effect to the Rights Offering. Common Shares owned by or held (otherwise than as security) for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. In order to give effect to the provisions of Section 2.13(f) in the circumstances described below, any holder who shall have exercised his right to purchase Common Shares during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor, in addition to the Common Shares to which he is otherwise entitled upon such exercise, shall be entitled to that number of additional Common Shares equal to the result obtained when the difference, if any, between the Exercise Price per Common Share in effect immediately prior to the end of such Rights Offering and the Exercise Price per Common Share, as adjusted for such Rights Offering pursuant to this Section 2.13(b), is multiplied by the number of Common Shares purchased upon exercise of the Warrant held by such holder during such period, and the resulting product is divided by the Exercise Price per Common Share, as adjusted for such Rights Offering pursuant to this Section 2.13(b). Such additional Common Shares shall be deemed to have been issued to the holder immediately following the end of the Rights Period and a certificate for such additional Common Shares shall be delivered to such holder within 10 Business Days following the end of the Rights Period. -13- (c) If and whenever at any time prior to the Expiry Time the Company shall fix a record date for the payment, issue or distribution to all or substantially all of the holders of the Common Shares of (i) a dividend, (ii) cash or assets (including evidences of the Company's indebtedness), or (iii) rights, options, warrants or other securities (including securities convertible into or exchangeable for Common Shares), and such payment, issue or distribution does not constitute a Dividend Paid in Ordinary Course, a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "SPECIAL DISTRIBUTION" ), the Exercise Price shall be adjusted effective immediately after such record date to a price determined by multiplying the applicable Exercise Price in effect on such record date by a fraction: (i) the numerator of which shall be: (A) the product of the number of Common Shares outstanding on such record date and the Current Market Price per Common Share on such record date; less (B) the fair market value, as determined in good faith by action of the directors (based on the advice of an independent valuator with recognized expertise in the valuation of the type of property that is the subject matter of the Special Distribution), whose determination shall be conclusive, to the holders of the Common Shares of such dividend, cash, assets, rights or securities so paid, issued or distributed less the fair market value, as determined in good faith by action of the directors (based on the advice of an independent valuator with recognized expertise in the valuation of the type of property that is the subject matter of the Special Distribution), whose determination shall be conclusive, of the consideration, if any, received therefor by the Company, and (ii) the denominator of which shall be the number of Common Shares outstanding on such record date multiplied by the Current Market Price per Common Share on such record date. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such payment, issuance or distribution is not so made, the Exercise Price shall be readjusted effective immediately to the Exercise Price which would then be in effect based upon such payment, issuance or distribution actually made. (d) If and whenever at any time prior to the Expiry Time an issuer bid or a tender or exchange offer (other than an odd lot offer or a normal course issuer bid) made by the Company or a subsidiary of the Company to all or substantially all of the shareholders of the Company for all or any portion of the Common Shares where the cash and the value of any other consideration included in such payment per Common Share exceeds the Current Market Price per Common Share on the -14- Trading Day immediately preceding the commencement of the issuer bid or tender or exchange offer (any such issuer bid or tender or exchange offer being called an "ISSUER BID"), the Exercise Price shall be adjusted to a price determined by multiplying the applicable Exercise Price in effect on the date of the completion of such Issuer Bid by a fraction, the numerator of which shall be the product of (i) the number of Common Shares outstanding immediately prior to the completion of the Issuer Bid (without giving effect to any reduction in respect of any tendered or exchanged shares) and, (ii) the Current Market Price per Common Share on the Trading Day immediately preceding the commencement of the Issuer Bid, and the denominator of which shall be the sum of (i) the fair market value (determined in good faith by the board of directors of the Company whose determination shall be conclusive and described in a resolution of the board of directors of the Company) of the aggregate consideration paid by the Company or subsidiary to holders of Common Shares upon the completion of such Issuer Bid, and (ii) the product of (A) the difference between the number of Common Shares outstanding immediately prior to the completion of the Issuer Bid (without giving effect to any reduction in respect of tendered or exchanged shares) and the number of Common Shares actually purchased by the Company or subsidiary pursuant to the Issuer Bid, and (B) the Current Market Price Per Common Share on the Trading Day immediately preceding the commencement of the Issuer Bid. (e) If and whenever at any time prior to Expiry Time there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities (other than a Share Reorganization), or a consolidation or merger of the Company with or into any other corporation or other entity (other than a consolidation or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a "CAPITAL REORGANIZATION"), any holder who exercises his right to subscribe for and purchase Common Shares pursuant to the exercise of Warrants after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Common Shares to which such holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which such holder would have received as a result of such Capital Reorganization had he exercised his right to acquire Underlying Securities immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had he been the registered holder of such Underlying Securities on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 2.13(b) and (c) hereof. If determined appropriate by the directors, acting in good faith, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 2.13, with respect to the rights and interests -15- thereafter of the holder of a Warrant to the end that the provisions set forth in this Section 2.13 shall thereafter correspondingly be made applicable as nearly as may be reasonably possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise of the Warrant. Any such adjustment shall be made by and set forth in an agreement supplemental hereto approved by action of the directors, acting in good faith, and shall for all purposes be conclusively deemed to be an appropriate adjustment. (f) If and whenever at any time prior to the Expiry Time there shall occur a Share Reorganization, a Rights Offering, a Special Distribution or an Issuer Bid and any such event results in an adjustment to the Exercise Price pursuant to the provisions of this Section 2.13, the number of Common Shares purchasable upon the exercise of each Warrant (at the adjusted Exercise Price) shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the applicable Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Exercise Price resulting from such adjustment. (g) In case the Company after the date of issue of the Warrants shall take any action affecting the Common Shares, other than action described in this Section 2.13, which in the opinion of the directors, acting reasonably, would materially adversely affect the rights of the Warrantholders, the Exercise Price or the number of Common Shares purchasable upon the exercise of each Warrant shall be adjusted in such manner, if any, and at such time, by action of the directors, acting reasonably, as they may determine to be equitable in the circumstances, but subject in all cases to any necessary regulatory approvals. 2.14 ADJUSTMENT RULES For the purposes of Section 2.13, any adjustment shall be made successively whenever an event referred to therein shall occur, subject to the following provisions: (a) all calculations shall be made to the nearest 1/100th of a Common Share; (b) no adjustment to an Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the prevailing Exercise Price and no adjustment shall be made in the number of Common Shares which may be subscribed for upon exercise of the Warrant unless it would require a change of at least 1/100th of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 2.14(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment; (c) if any question shall arise with respect to adjustments provided for in this Article 2, such question shall, absent manifest error, be conclusively determined by a firm of chartered accountants appointed by the Company (who may be the Company's -16- auditors) and acceptable to the Trustee, acting reasonably; such chartered accountants shall have access to all necessary records of the Company and such determination shall be binding on the Company, the Trustee and the Warrantholders, absent manifest error. In the event that any such determination is made, the Company shall deliver a certificate to the Trustee describing such determination and confirming such consent; (d) if the Company shall set a record date to determine the holders of its Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights, options or warrants and shall thereafter and before the distribution to such Shareholders of any such dividend, distribution or subscription or purchase rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of the warrant shall be required by reason of the setting of such record date; and (e) as a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to any of the Warrants, the Company shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Company have unissued and reserved in its authorized capital, and may validly and legally issue as fully paid and non-assessable, all of the Underlying Securities that the Warrantholders are entitled to receive on full exercise thereof in accordance with the provisions hereof. 2.15 POSTPONEMENT OF SUBSCRIPTION In any case where the application of Section 2.13 results in an increase in the number of Common Shares issuable upon the exercise of the Warrants taking effect immediately after the record date for a specific event, if any Warrant is exercised after that record date and prior to completion of the event, the Company may postpone the issuance to the holder of the Warrant of the Common Shares to which such Warrantholder is entitled by reason of such adjustment but such Common Shares shall be so issued and delivered to that holder upon completion of that event, with the number of such Common Shares calculated on the basis of the number of Common Shares on the date that the Warrant was adjusted for completion of that event and the Company shall deliver to the person or persons in whose name or names the Common Shares are to be issued an appropriate instrument evidencing the right of such person or persons to receive such Common Shares and the right to receive any dividends or other distributions which, but for the provisions of this Section 2.15, such person or persons would have been entitled to receive in respect of such Common Shares from and after the date that the Warrant was exercised in respect thereof. 2.16 NOTICE OF ADJUSTMENT OF EXERCISE RIGHTS (a) At least 10 days prior to the effective date or record date, as the case may be, of any event that requires or that may require an adjustment in any of the exercise rights pursuant to any of the Warrants, including the number of Underlying Securities that may be acquired upon the exercise thereof, the Company shall: -17- (i) file with the Trustee a certificate of the Company specifying the particulars of such event (including the record date or the effective date for such event) and, if determinable, the required adjustment and the computation of such adjustment; and (ii) give notice to the Warrantholders of the particulars of such event (including the record date or the effective date for such event) and, if determinable, the required adjustment, in accordance with the provisions set out in Section 9.1. (b) In case any adjustment for which a notice in Section 2.16(a) has been given is not then determinable, the Company shall promptly after such adjustment is determinable: (i) file a certificate of the Company with the Trustee showing how such adjustment was computed; and (ii) give notice to the Warrantholders of the adjustment, in accordance with the provisions set out in Section 9.1. (c) The Trustee may act and rely for all purposes upon any certificates and any other filed by the Company pursuant to this Section 2.16. 2.17 NO ACTION AFTER NOTICE The Company shall not take any other corporate action that might deprive any Warrantholder of the opportunity to exercise Warrants during the 10 day period after the giving of the notice set forth in Section 2.16(a). 2.18 NO DUTY TO INQUIRE Except as provided in Section 8.2, the Trustee shall not at any time be under any duty or responsibility to any Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Sections 2.13 and 2.14, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same. The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant. 2.19 RIGHTS ISSUED IN RESPECT OF UNDERLYING SECURITIES ISSUED ON EXERCISE Each Common Share issued on the exercise of Warrants shall be entitled to receive the appropriate number of purchase rights ("RIGHTS "), if any, that all Common Shares are entitled to receive, and the certificates representing such Common Shares shall bear such legends, if any, in each case as may be provided by the terms of any shareholder rights agreement adopted by the Company, as the same may be amended from time to time (a "RIGHTS AGREEMENT") provided that such Rights Agreement requires that each Common Share issued on exercise of Warrants at any time prior to the distribution of separate certificates representing the Rights be entitled to -18- receive such Rights, then, not withstanding anything else to the contrary in this Indenture, there shall not be any adjustment made pursuant to this Article 2 as a result of the issuance of Rights, the distribution of separate certificates representing the Rights, the exercise or redemption of such Rights in accordance with any such Rights Agreement, or the termination or invalidation of such Rights. ARTICLE 3 EXERCISE OF WARRANTS 3.1 METHOD OF EXERCISE OF WARRANTS (a) Subject to Section 3.1(b), the holder of any Warrant may during the Exercise Period exercise the right thereby conferred on such holder to purchase the Underlying Securities to which such Warrant entitles the holder, by surrendering the certificate representing such Warrant to the Trustee at any time during the Exercise Period at its principal office in the City of Toronto, Ontario or at the principal office of the U.S. Agent in the City of Golden, Colorado (or at such additional place or places as may be decided by the Company from time to time with the approval of the Trustee), with: (i) a duly completed and executed exercise form substantially in the form set out on the Warrant Certificate and a Warrant Exercise Certification if no Registration Statement is available (in the form attached hereto as Schedule B); and (ii) a certified cheque, bank draft or money order payable at par to or to the order of Gryphon Gold Corporation in an amount equal to the Exercise Price multiplied by the number of Underlying Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form shall be deemed to be surrendered only upon personal delivery thereof to, or if sent by mail or other means of transmission upon actual receipt thereof by, the Trustee. If the holder subscribes for a lesser number of Underlying Securities than the aggregate number of Underlying Securities then issuable pursuant to the exercise of the Warrants represented by the Warrant Certificate surrendered, the holder shall be entitled to receive a further Warrant Certificate in respect of the Warrants represented by the Warrant Certificates that have not been exercised. Any such surrender for exercise shall be irrevocable. (b) Notwithstanding any provision to the contrary contained in this Indenture, if the Company advises the Trustee in writing that the issuance of Common Shares upon the exercise of Warrants requires the maintenance of an effective Registration Statement, with respect to such Shares under the 1933 Act, in no event shall such Common Shares be issued unless the Common Shares are registered under the 1933 Act pursuant to an effective Registration Statement and the Company causes to be delivered to the holder a U.S. Prospectus; provided, however, that if the Registration Statement ceases to be effective, prior to the Expiry Time and for so long as the Registration Statement is not effective, subject to applicable law, a holder of any Warrant may only exercise the right to purchase Underlying Securities in the circumstances noted below: -19- (i) exercise such Warrants, if the holder is not a U.S. Purchaser and the holder delivers a duly completed and executed Warrant Exercise Certification (in the form attached hereto as Schedule B) certifying that the holder: (A)(1) is not in the United States; (2) is not a U.S. Person and is not exercising the Warrants for, or on behalf or benefit of, a U.S. Person or person in the United States; (3) did not execute or deliver the Warrant Exercise Form in the United States; (4) agrees not to engage in hedging transactions with regard to the Securities prior to the expiration of the one-year distribution compliance period set forth in Rule 903(b)(3) of Regulation S; (5) acknowledges that the Common Shares issuable upon exercise of the Warrants are "restricted securities" as defined in Rule 144 of the 1933 Act and upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Common Shares will bear a restrictive legend; and (6) acknowledges that the Company shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; and (B) neither the Corporation nor the holder has engaged in any "directed selling efforts" (as defined in Regulation S) in the United States; or (ii) exercise such Warrants in a transaction that does not require registration under the 1933 Act or any applicable U.S. state laws and regulations and the holder has (A) delivered a duly completed and executed Warrant Exercise Certification (in the form attached hereto as Schedule B) certifying that the holder is exercising the Warrants pursuant to such exemptions and (B) furnished to the Company, prior to such exercise, an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; or (iii) if (A) the Current Market Price of one Common Share is greater than the Exercise Price (at the date of calculation as set forth below) and (B) a Registration Statement is not then effective, in lieu of exercising the Warrants by payment of cash, a holder may exercise such Warrants to receive the number of Common Shares determined in accordance with the formula set out below (and no more) by surrendering the certificate representing such Warrant to the company at its principal office with a copy to the trustee at its principal office in the City of Toronto, Ontario or at the principal office of the U.S. Agent in the City of Golden, Colorado (or at such additional place or places as may be decided by the Company from time to time with the approval of the Trustee), with a duly completed and executed Warrant Exercise Certification (in the form attached hereto as Schedule B) electing to exercise the Warrant without payment of the Exercise Price in cash (also referred to as a "cashless" exercise). Upon such election, the Company shall issue to the holder a number of Common Shares computed using the following formula: -20- X = Y (B-A) ------- B Where X = the number of Common Shares to be issued to the holder. Y = the number of Common Shares purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the Current Market Price of one Common Share. The Company shall deliver to the Trustee a certificate setting out the calculation of the number of Common Shares to be issued to any holder within three(3) Business Days of a "cashless" exercise pursuant to this Section 3.1(b)(iii). No fractional shares shall be issued. If the holder exercises the right provided for in this Section 3.1(b)(iii) in respect of a lesser number of Warrants than the aggregate number of Warrants represented by the Warrant Certificate surrendered, the holder shall be entitled to receive a further Warrant Certificate in respect of the Warrants represented by the Warrant Certificates that have not been exercised. Any such surrender for cashless exercise shall be irrevocable. (c) Unless the Warrant is exercised pursuant to an effective Registration Statement or under the conditions set forth in Section 3.1(b)(iii), the certificate representing the Common Shares is issued upon exercise of the Warrant will bear legends restricting the transfer without registration under the U.S. Securities Act and applicable state securities laws and restricting transfer under the Toronto Stock Exchange, substantially in the form set forth below: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, OR (IV) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION, IN EACH CASE AFTER PROVIDING A LEGAL OPINION OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX -21- SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLMENT OF TRANSACTIONS ON TSX. (d) If any Common Shares issuable upon the exercise of Warrants require the maintenance of a current Registration Statement, with respect to such Shares under the 1933 Act, the Company shall have the authority to suspend the exercise of any or all Warrants while such registration statement is not current. Similarly, a Holder residing in a state where a required registration or governmental approval of issuance of the Shares is not in effect as of or has not been obtained within a reasonable time after the surrender date of the Warrant Certificate for exercise shall not be entitled to exercise Warrants, unless in the opinion of counsel to the Company such registration or approval in such state shall not be required or the Company otherwise authorizes the issuance. In such event, the Warrant Holder shall be entitled to transfer the Warrants to others, but only prior to the Expiration Date for the Warrants being transferred. If no Registration Statement is effective at any time when any Warrant is exercised, such Warrantholder shall be notified forthwith by the Trustee that such Warrantholder is entitled, at his or her option, to exercise the Warrant only in accordance with the conditions set forth in Sections 3.1(b)(i)-(iii) and upon delivery of a Warrant Exercise Certification (in the form attached hereto as Schedule B) to the Trustee and the Company. (e) Any exercise form referred to in Section 3.1(a) shall be signed by the Warrantholder and shall specify the person or persons in whose name or names the Underlying Securities to be issued upon exercise are to be registered, such person's or persons' address or addresses and the number of Underlying Securities to be issued to each person if more than one is so specified. If any of the Underlying Securities issuable upon the exercise of Warrants by a holder are to be issued to a person or persons other than the Warrantholder, the signature(s) set out in the exercise form referred to in Section 3.1(a) shall be guaranteed by an Eligible Institution, and the Warrantholder shall pay to the Company or the Trustee all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Underlying Securities unless or until such Warrantholder shall have paid to the Company or the Trustee on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (f) Any Warrantholder may elect to make payment of the Exercise Price pursuant to Section 3.1(a) in United States dollars. In such an event, the Exercise Price payable by such Warrantholder shall be the United States dollar equivalent of the Exercise Price payable in United States dollars based on the Exchange Rate on the Business Day immediately preceding the date on which the relevant Warrant is exercised, rounded to the nearest tenth of a cent. At the request of the Trustee, the Company shall provide a certificate to the Trustee setting out the applicable Exchange Rate. -22- (g) Notwithstanding that the Company may not have maintained a current Registration Statement in respect of Shares under the 1933 Act, no Warrantholder (whether a U.S. Purchaser or otherwise) shall have any right to receive, and the Company shall be under no obligation to pay to any Warrantholder (whether a U.S. Purchaser or otherwise), any cash amount or other consideration or compensation upon exercise of the Warrants, other than as expressly provided by this Indenture, and the Company shall not be under any obligation to redeem or otherwise purchase any Warrants in any circumstance; provided, however, that nothing in this clause shall limit or restrict any remedies of the Trustee or any Warrantholder or Warrantholders in respect of a breach by the Company of a representation, warranty or covenant hereunder, including without limitation the covenant in Section 4.1(i) of this Indenture. 3.2 EXPIRATION OF WARRANTS (a) After the Expiry Time, all rights under any Warrant in respect of which the right of subscription and purchase herein and therein provided for shall not theretofore have been exercised shall wholly cease and terminate, and such Warrant shall be void and of no effect. (b) Not less than 90 and not more than 120 days prior to the Expiry Date the Company shall issue a press release and publish a notice in a newspaper of general circulation in the City of Toronto, Ontario and a newspaper of general circulation in the City of New York, New York to the effect that the Warrants will terminate and become void as of the Expiry Time; provided that accidental error or omission in such press release or notice or accidental failure to issue such press release or publish such notice shall not extend the Exercise Period and accidental failure to issue such press release or publish such notice shall not give rise to any claim against or liability of the Company whatsoever arising from such failure. 3.3 EFFECT OF EXERCISE OF WARRANTS (a) Upon compliance by the Warrantholder with the provisions of Section 3.1, the Underlying Securities issuable upon the exercise of the Warrants shall be deemed to have been issued and the person to whom such Underlying Securities are to be issued shall be deemed to have become the holder of record of such Underlying Securities on the Exercise Date unless the transfer registers of the Company for the Underlying Securities shall be closed on such date, in which case the Underlying Securities subscribed for shall be deemed to have been issued and such person shall be deemed to have become the holder of record of such Underlying Securities on the date on which such transfer registers are reopened. (b) Forthwith following the due exercise by a Warrantholder in accordance with Section 3.1 and the surrender of the Warrant Certificate(s) representing such Warrants as required by the terms thereof, the Trustee shall deliver to the Company a notice setting out the particulars of the Warrants exercised, the person -23- in whose name the Underlying Securities are to be issued and the address of such person. (c) Funds in an amount equal to the aggregate Exercise Price of the Warrants exercised shall be forwarded by the Trustee to the Company forthwith upon the exercise of the Warrants. (d) Within three Business Days of receipt of the notice referred to in Section 3.3(b), the Company shall cause to be mailed to the person in whose name the Underlying Securities issuable upon the exercise of the Warrants are to be issued, as specified in the completed exercise form attached to the Warrant Certificate, at the address specified in such exercise form, or, if so specified in such exercise form, cause to be made available for pick up by such person at the office of the Trustee or cause to be mailed to the office of the U.S. Agent to be made available for pick up by such person, a certificate or certificates for the Underlying Securities to which the Warrantholder is entitled. In addition, the Company shall cause to be delivered to the holder upon the exercise of the Warrants are to be issued a U.S. Prospectus with respect to the Common Shares issuable upon the exercise of the Warrants. 3.4 CANCELLATION OF WARRANT CERTIFICATES All Warrant Certificates surrendered to the Trustee pursuant to Section 2.6, 2.11, 3.1, or 9.7 shall be cancelled by the Trustee and the Trustee shall record the cancellation of such Warrant Certificates on the register of holders maintained by the Trustee pursuant to Section 2.8. The Trustee shall, if required by the Company, furnish the Company with a certificate identifying the Warrant Certificates so cancelled and deemed to have been cancelled. All Warrants represented by Warrant Certificates that have been cancelled or have been deemed to have been cancelled pursuant to this Section 3.4 shall be without further force or effect whatsoever. 3.5 NO FRACTIONAL SHARES Notwithstanding anything herein contained, including any adjustment provided for in Article 2, the Company shall not be required, upon the exercise of any Warrants, to issue fractional Underlying Securities or to distribute certificates which evidence fractional Underlying Securities. If more than one Warrant shall be presented for exercise in full at the same time by the same Warrantholder, the number of full Underlying Securities shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Underlying Securities purchasable on exercise of the Warrants so presented. If any fraction of an Underlying Security would, except for the provisions of this Section 3.5, be issuable upon the exercise of any such Warrants (or specified portion thereof), the Company shall notify the Trustee in writing of the amount to be paid in lieu of a fraction of an Underlying Security and concurrently pay or provide to the Trustee for payment to the Warrantholder, an amount in cash equal to the Current Market Price per Common Share on the Trading Day immediately preceding the day the Warrant is surrendered for exercise, multiplied by such fraction, computed to the nearest whole cent. -24- 3.6 SECURITIES RESTRICTIONS; LEGENDS Notwithstanding any provision to the contrary contained in this Indenture, no Common Shares will be issued pursuant to the exercise of any Warrant if the issuance of such securities would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Company will legend the certificates representing the Common Shares if, in the opinion of counsel to the Company such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed, provided that if, at any time, in the opinion of outside counsel to the Company, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of counsel of recognized standing satisfactory to the Company) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legends. For greater certainty, should no Registration Statement be effective, the Company shall issue legended Underlying Securities in accordance with Section 3.1(c). ARTICLE 4 COVENANTS 4.1 GENERAL COVENANTS The Company covenants with the Trustee that so long as any Warrants remain outstanding: (a) It will at all times maintain its corporate existence and carry on and conduct its business in a proper and business-like manner; (b) It will reserve a sufficient number of Common Shares to satisfy the rights of acquisition provided for herein. (c) It will cause the Common Shares from time to time subscribed and paid for pursuant to the Warrants in the manner herein provided and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrants and the terms hereof. (d) The Warrant Certificates, when issued and certified as provided herein, shall represent legal, valid and binding obligations of the Company in respect of the Warrants evidenced thereby. (e) All Common Shares that shall be issued upon exercise of the right to purchase provided for herein, upon payment of the Exercise Price, shall be issued as fully paid and non-assessable. (f) It will use its commercially reasonable efforts to maintain the listing of the Common Shares on the TSX. -25- (g) It will use its commercially reasonable efforts to maintain its status as a reporting issuer or equivalent not in default, and not be in default in any material respect of the applicable requirements of, the applicable securities laws of each of the provinces of Canada and the federal securities laws of the United States. (h) If at any time no Registration Statement is effective, the Company will give notice to the Trustee forthwith and will give notice, in accordance with the provisions set out in Section 9.1, as soon as reasonably practicable, but in any event within 5 Business Days, after learning that no Registration Statement is effective. Such notice must be sent by fax, if possible, to any securities depositary that is a registered holder. (i) It will use its commercially reasonable efforts to maintain the Registration Statement continuously effective under the 1933 Act. (j) If, in the opinion of outside counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities administrator, regulatory agency or governmental authority in Canada or the United States or any other step is required under any federal or provincial law of Canada or any federal or state law of the United States before the Underlying Securities may be issued or delivered to a Warrantholder, the Company will use its reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as are required. (k) It will perform all its covenants and carry out all of the acts or things to be done by it as provided in this Indenture. The Company and the Trustee acknowledge and agree that: (i) none of the foregoing covenants shall be interpreted or applied so as to prohibit or restrict or otherwise limit the Company's ability, right and authority to implement one or more of the actions contemplated by Section 2.13 or 7.2; and (ii) the foregoing covenants shall be interpreted and applied following each such action with reference to any successor to the Company and with reference to any securities into which the Common Shares and/or the Warrants may be changed or for which they may be exercisable as a result of such action or actions. 4.2 TRUSTEE REMUNERATION AND EXPENSES The Company covenants that it will pay to the Trustee the fees agreed to by the Company and the Trustee from time to time for its services hereunder and will pay or reimburse the Trustee upon its request for all reasonable expenses and disbursements of the Trustee in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its counsel and all other advisers, experts, accountants and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Trustee hereunder shall be finally and fully performed, except any such expense or disbursement in connection with or related to or required to be made as a result of the negligence, wilful misconduct or bad faith of the Trustee. -26- 4.3 PERFORMANCE OF COVENANTS BY TRUSTEE If the Company should fail to perform any of its covenants contained in this Indenture and the Company has not rectified such failure within 15 Business Days after receiving written notice from the Trustee of such failure, the Trustee may notify the Warrantholders of such failure on the part of the Company or may itself perform any of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Warrantholders of such performance by it. All reasonable sums expended or disbursed by the Trustee in so doing shall be repayable as provided in Section 4.2. No such performance, expenditure or disbursement by the Trustee shall be deemed to relieve the Company of any default hereunder or of its continuing obligations under the covenants herein contained. ARTICLE 5 ENFORCEMENT 5.1 SUITS BY WARRANTHOLDERS All or any of the rights conferred upon a Warrantholder by the terms of this Indenture may be enforced by such Warrantholder by appropriate legal proceedings, but subject to the rights that are hereby conferred upon the Trustee and subject to the provisions of Section 6.10. No Warrantholder shall have any right to institute any action, suit or proceeding for the purpose of the appointment of a liquidator or receiver or for a receiving order under applicable bankruptcy or insolvency legislation or to have the Company wound up or to file a proof of claim in any liquidation or bankruptcy proceedings unless: (i) the Warrantholders by Extraordinary Resolution shall have made a request to the Trustee and the Trustee shall have been afforded reasonable opportunity to proceed to complete any action or suit for any such purpose whether or not on its own; (ii) the Warrantholders or any of them shall have furnished to the Trustee, once requested by the Trustee, sufficient funds or security and indemnity satisfactory to it against costs, expenses and liabilities to be incurred therein or thereby; and ( iii) the Trustee shall have failed to act within a reasonable time or the Trustee shall have failed to have actively pursued any such action, suit or proceeding. ARTICLE 6 MEETINGS OF WARRANTHOLDERS 6.1 RIGHT TO CONVENE MEETINGS The Trustee may at any time and from time to time, and shall on receipt of a written request of the Company or of a Warrantholders' Request, convene a meeting of the Warrantholders, provided that the Trustee is indemnified and funded to its reasonable satisfaction by the Company or by the Warrantholders signing such Warrantholders' Request against the costs, charges, expenses and liabilities that may be incurred in connection with the calling and holding of such meeting. If within 15 Business Days after the receipt of a written request of the Company or a Warrantholders' Request and funding and indemnity given as aforesaid the Trustee fails to give the requisite notice specified in Section 6.2 to convene a meeting, the Company or such Warrantholders, as the case may be, may convene such meeting. -27- Every such meeting shall be held in the City of Toronto, Ontario or at such other place in Canada or the United States as may be approved by the Trustee. 6.2 NOTICE At least 21 days' prior notice of any meeting of Warrantholders shall be given to the Warrantholders in the manner provided for in Section 9.1, and a copy of such notice shall be delivered to the Trustee unless the meeting has been called by it and to the Company unless the meeting has been called by it. Such notice shall state the time and place of the meeting, the general nature of the business to be transacted and shall contain such information as is reasonably necessary to enable the Warrantholders to make a reasoned decision on such matters, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 6. The notice convening any such meeting may be signed by an appropriate officer of the Trustee or of the Company or the person designated by the Warrantholders convening the meeting, as the case may be. 6.3 CHAIR The Trustee may nominate in writing an individual to be chair of the meeting and if no individual is so nominated, or if the individual so nominated is not present within 15 minutes after the time fixed for the holding of the meeting, the Warrantholders present in person or by proxy shall appoint an individual present to be chair. The Chair of the meeting need not be a Warrantholder. 6.4 QUORUM Subject to the provisions of Section 6.11, at any meeting of the Warrantholders a quorum shall consist of Warrantholders present in person or represented by proxy and holding or representing at least 25% of the aggregate number of Warrants then unexercised and outstanding, provided that at least two persons entitled to vote thereat are personally present. If a quorum of the Warrantholders shall not be present within one half-hour from the time fixed for holding any meeting, the meeting, if summoned by the Warrantholders or on a Warrantholders' Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day) at the same time and place to the extent possible and, subject to the provisions of Section 6.11, no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. At the adjourned meeting, the Warrantholders present in person or represented by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not hold or represent at least 25% of the aggregate number of Warrants then unexercised and outstanding. No business shall be transacted at any meeting unless a quorum is present at the commencement of business. -28- 6.5 POWER TO ADJOURN The chair of any meeting at which a quorum of the Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe. 6.6 SHOW OF HANDS Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact. 6.7 POLL AND VOTING On every Extraordinary Resolution, and when demanded by the chair or by one or more of the Warrantholders acting in person or by proxy on any other question submitted to a meeting and after a vote by show of hands, a poll shall be taken in such manner as the chair shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on a poll. On a show of hands, every person who is present and entitled to vote, whether as a Warrantholder or as proxy for one or more absent Warrantholders, or both, shall have one vote. On a poll, each Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each unexercised Warrant held by him. A proxyholder need not be a Warrantholder. The chair of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him. 6.8 REGULATIONS Subject to the provisions of this Indenture, the Trustee or the Company with the approval of the Trustee may from time to time make and from time to time vary such regulations as it shall consider necessary or appropriate: (a) for the deposit of instruments appointing proxies at such place and time as the Trustee, the Company or the Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct; (b) for the deposit of instruments appointing proxies at some approved place other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or faxed before the meeting to the Company or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; (c) for the form of the instrument of proxy; and -29- (d) generally for the calling of meetings of Warrantholders and the conduct of business thereat. Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 6.9), shall be Warrantholders or persons holding proxies of Warrantholders. 6.9 COMPANY, TRUSTEE AND COUNSEL MAY BE REPRESENTED The Company and the Trustee, by their respective employees, directors and officers, and the counsel for each of the Company, the Warrantholders and the Trustee may attend any meeting of the Warrantholders and speak thereto but shall have no vote as such. 6.10 POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Warrantholders at a meeting shall have the power, exercisable from time to time by Extraordinary Resolution: (a) to agree with the Company to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders and/or, subject to the prior consent, the Trustee in its capacity as trustee hereunder or on behalf of the Warrantholders against the Company whether such rights arise under this Indenture or otherwise. (b) to amend or repeal any Extraordinary Resolution previously passed or sanctioned by the Warrantholders; (c) to direct or authorize the Trustee, subject to receipt of funding and indemnity, to enforce any of the covenants on the part of the Company contained in this Indenture or to enforce any of the rights of the Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right; (d) to waive and direct the Trustee to waive any default on the part of the Company in complying with any provisions of this Indenture or Warrants, either unconditionally or upon any conditions specified in such Extraordinary Resolution; (e) to assent to any change in or omission from the provisions contained herein or in the Warrant Certificates or any ancillary or supplemental instrument which is agreed to by the Company and to authorize the Trustee to concur in and execute any ancillary or supplemental indenture embodying the change or omission; -30- (f) to assent to a compromise or arrangement with a creditor or creditors or a class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Company; (g) to restrain any Warrantholder from taking or instituting any suit, action or proceeding against the Company for the enforcement of any of the covenants on the part of the Company contained in this Indenture or Warrants or to enforce any of the rights of the Warrantholders; (h) to direct any Warrantholder who, as such, has brought any suit, action or proceeding to stay or discontinue or otherwise deal with any such suit, action or proceeding, upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder in connection therewith; and (i) power from time to time and at any time to remove the Trustee and appoint a successor trustee; provided, however, that Trustee and the Company shall be bound by any Extraordinary Resolution varying the rights or protections of the Trustee hereunder without its consent. 6.11 MEANING OF EXTRAORDINARY RESOLUTION (a) The expression "EXTRAORDINARY RESOLUTION" when used in this Indenture means, subject as hereinafter in this Section 6.11 and in Section 6.14 provided, a resolution proposed at a meeting of Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 6 at which there are present in person or represented by proxy Warrantholders holding at least 25% of the aggregate number of then outstanding unexercised Warrants and passed by the affirmative votes of Warrantholders holding not less than 66-2/3% of the aggregate number of the then outstanding unexercised Warrants represented at the meeting and voted on a poll upon such resolution. (b) If, at any meeting called for the purpose of passing an Extraordinary Resolution, Warrantholders holding at least 25% (50% for any Extraordinary Resolution that would increase the Exercise Price, reduce the number of Underlying Securities issuable upon exercise of Warrants (other than pursuant to adjustments provided for herein) or shorten the Exercise Period) of the aggregate number of then outstanding unexercised Warrants are not present in person or by proxy within one half-hour after the time appointed for the meeting, then the meeting, if convened by Warrantholders or on a Warrantholders' Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than four or more than 10 Business Days later, and to such place in Canada and the United States and time as may be appointed by the Chairman. Not less than three Business Days' prior notice shall be given of the time and place of such adjourned meeting in the manner provided in Article 9. Such notice shall state that at the adjourned meeting the Warrantholders present in person or represented by proxy shall form a quorum but it shall not be necessary to set forth the purposes for -31- which the meeting was originally called or any other particulars. At the adjourned meeting the Warrantholders present in person or represented by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 6.11(a) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Warrantholders holding at least 25% or 50%, as the case may be, of the aggregate number of then outstanding unexercised Warrants are not present in person or represented by proxy at such adjourned meeting. (c) Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary. 6.12 POWERS CUMULATIVE It is hereby declared and agreed that any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Warrantholders to exercise such powers or combination of powers then or thereafter from time to time. 6.13 MINUTES Minutes of all resolutions and proceedings at every meeting of Warrantholders shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the reasonable expense of the Company, and any such minutes as aforesaid, if signed by the chair of the meeting at which such resolutions were passed or proceedings held, or by the chair of the next succeeding meeting of the Warrantholders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken. 6.14 INSTRUMENTS IN WRITING All actions that may be taken and all powers that may be exercised by the Warrantholders at a meeting held as provided in this Article 6 also may be taken and exercised by Warrantholders holding, in the case of such actions and powers not requiring an Extraordinary Resolution, at least 51%, and, in the case of such actions and powers requiring an Extraordinary Resolution, at least 66-2/3%, of the aggregate number of then outstanding unexercised Warrants by an instrument in writing signed in one or more counterparts by such Warrantholders in person or by attorney duly appointed in writing, and the expression "EXTRAORDINARY RESOLUTION" when used in this Indenture shall include an instrument so signed. -32- 6.15 BINDING EFFECT OF RESOLUTIONS Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 6 at a meeting of Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Warrantholders in accordance with Section 6.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Trustee (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing. In the case of an instrument in writing, the Trustee shall give notice in the manner contemplated in Section 9.1 of the effect of the instrument in writing to all Warrantholders and the Company as soon as is reasonably practicable. 6.16 HOLDINGS BY THE COMPANY OR SUBSIDIARIES DISREGARDED In determining whether Warrantholders holding the required number of outstanding and unexercised Warrants there are present in person or represented by proxy at a meeting of Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders' Request or other action under this Indenture, Warrants owned legally or beneficially by the Company or any subsidiary (as that term is defined in the Securities Act (Ontario)) of the Company shall be disregarded. The Company shall provide to the Trustee, upon request, a certificate of the Company detailing the number of Warrants owned legally or beneficially by the Company or any subsidiary (as that term is defined in the Securities Act (Ontario)) of the Company, together with the registration thereof. ARTICLE 7 SUPPLEMENTAL INDENTURES 7.1 SUPPLEMENTAL INDENTURES From time to time the Company and the Trustee may, subject to the provisions of this Indenture, and shall, when so directed by this Indenture, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes: (a) setting forth adjustments in the application of Article 2; (b) adding to the provisions hereof such additional covenants and enforcement provisions as in the opinion of counsel are necessary or advisable, provided that the same are acceptable to the Trustee; (c) giving effect to any Extraordinary Resolution passed as provided in Article 6; (d) making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are acceptable to the Trustee; -33- (e) adding to or amending the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the forms of the certificates for the Warrants that does not affect the substance thereof; (f) making any additions to, deletions from or alterations of the provisions of this Indenture which, in the opinion of the Trustee do not materially and adversely affect the interests of the Warrantholders and are necessary or advisable in order to incorporate, reflect or comply with any Applicable Legislation; and (g) for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors or omissions herein, provided that the same is acceptable to the Trustee, provided, however, that no amendment may be made to this Indenture, by supplement or otherwise, without the prior written consent of each of the TSX (to the extent required by the rules and regulations thereof). 7.2 SUCCESSOR CORPORATIONS In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another person (a "SUCCESSOR"), forthwith following the occurrence of such event the successor resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Company) shall expressly assume, by supplemental indenture satisfactory in form to the Trustee and executed and delivered to the Trustee, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Company, and in any event, shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Indenture to be performed by the Company. Such changes may be made in the Warrants as may be appropriate in view of such consolidation, amalgamation, arrangement, merger or transfer and as may be necessary to ensure that the Warrantholders are not adversely affected by such consolidation. ARTICLE 8 CONCERNING THE TRUSTEE 8.1 TRUST INDENTURE LEGISLATION (a) In this Article, the term "APPLICABLE LEGISLATION" means the provisions, if any, of any statute of Canada or the United States or a province or territory of Canada or a state of the United States and the regulations under any such named or other statute relating to trust indentures and/or to the rights, duties and obligations of trustees and of corporations under trust indentures, to the extent that such provisions are at the time in force and applicable to this Indenture. -34- (b) If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail. (c) The Company and the Trustee agree that each will at all times in relation to this Indenture and any action to be taken hereunder observe and comply with and be entitled to the benefit of Applicable Legislation. 8.2 RIGHTS AND DUTIES OF TRUSTEE (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Trustee shall act honestly and in good faith with a view to the best interests of the Warrantholders and shall exercise the degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Trustee from, or require any other person to indemnify the Trustee against, liability for its own negligence, wilful misconduct or bad faith. (b) Subject only to Section 8.2(a), the Trustee shall not be bound to do or take any act, action or proceeding for the enforcement of any of the obligations of the Company under this Indenture unless and until it shall have received a Warrantholders' Request specifying the act, action or proceeding that the Trustee is requested to take. The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid. (c) The Trustee may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Warrantholders, at whose instance it is acting, to deposit with the Trustee the Warrants held by them, for which Warrants the Trustee shall issue receipts. (d) Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, of this Section 8.2 and of Section 8.3. 8.3 EVIDENCE, EXPERTS AND ADVISERS (a) In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company shall furnish to the Trustee such additional evidence of compliance with any provision hereof in such form as may be prescribed by -35- Applicable Legislation, or as the Trustee may reasonably require by written notice to the Company. (b) In the exercise of its rights and duties hereunder, the Trustee may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports, written requests, consents or orders of the Company, certificates of the Company or other evidence furnished to the Trustee, provided that such evidence complies with Applicable Legislation and the Trustee examines the same and determines that such evidence complies with the applicable requirements of this Indenture. (c) Whenever Applicable Legislation requires that evidence referred to in Section 8.3(a) be in the form of a statutory declaration, the Trustee may accept such statutory declaration in lieu of a certificate of the Company required by any provision hereof. Any such statutory declaration may be made by one or more of the chairman of the board of directors, the chief executive officer, the president, the secretary, a senior vice-president or a vice-president of the Company. (d) Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner that the Trustee may consider adequate. (e) The Trustee may employ or retain such counsel, accountants or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder, may act on and rely upon the advice or opinions so obtained and may pay reasonable remuneration for all services so performed by any of them, and shall not be responsible for any misconduct on the part of such experts or advisors who have been appointed with due care by the Trustee. The Company shall pay, or reimburse the Trustee for, the costs of obtaining such advice in accordance with Section 4.2. 8.4 DOCUMENTS HELD BY TRUSTEE (a) Any securities, documents of title or other instruments that may at any time be held by the Trustee subject to the trusts hereof may be placed in the deposit vaults of the Trustee or of any Canadian chartered bank or trust company or deposited for safekeeping with any such bank or trust company. (b) Unless herein otherwise expressly provided, any money held pending the application or withdrawal thereof under any provision of this Indenture may be deposited in the name of the Trustee in any Schedule A Canadian chartered bank at the rate of interest then current on similar deposits or, with the consent of the Company, may be: -36- (i) deposited in the deposit department of the Trustee or of any other loan or trust company authorized to accept deposits under the laws of Canada or a province thereof; or (ii) invested in securities issued or guaranteed by the Government of Canada or a province thereof or in obligations, maturing not more than one year from the date of investment, of any Schedule A Canadian chartered bank. (c) All interest or other income received by the Trustee in respect of deposits and investments will belong to the Company. 8.5 ACTIONS BY TRUSTEE TO PROTECT INTERESTS The Trustee shall have the power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Warrantholders. 8.6 TRUSTEE NOT REQUIRED TO GIVE SECURITY Subject to the provisions of this Indenture and Applicable Legislation, the Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise. 8.7 PROTECTION OF TRUSTEE By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (a) The Trustee shall not be liable for or by reason of any statements of fact or recitals in this Indenture (except the representation contained in Section 8.9) or be required to verify the same. (b) Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto. (c) The Trustee shall not be bound to give notice to any person of the execution hereof. (d) The Trustee shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Company of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Company. 8.8 REPLACEMENT OF TRUSTEE (a) The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Company not less than 45 days' prior notice -37- in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by Extraordinary Resolution shall have the power at any time to remove the existing Trustee and to appoint a new trustee. In the event of the Trustee resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new trustee unless a new trustee has already been appointed by the Warrantholders; failing such appointment by the Company, within 10 days the retiring Trustee or any Warrantholder may apply to a justice of the Ontario Court (General Division) at the Company's expense, on such notice as such justice may direct, for the appointment of a new trustee; but any new trustee so appointed by the Company or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new trustee appointed under any provision of this Section 8.8 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario such other jurisdiction as may be required by Applicable Legislation and shall maintain an office or agency in the City of Golden, Colorado where Warrants may be exercised pursuant to Section 3.1 or transferred pursuant to Section 2.9. On any such appointment, the new trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new trustee, provided that any resignation or removal of the Trustee and appointment of a successor trustee shall not become effective until the successor trustee shall have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Trustee, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor trustee an appropriate instrument transferring to such successor trustee all rights and powers of the predecessor Trustee hereunder. (b) Upon the appointment of a successor trustee, the Company shall promptly notify the Warrantholders thereof. (c) Any corporation into or with which the Trustee may be merged or consolidated or amalgamated, or any corporation succeeding to the trust business of the Trustee, shall be the successor to the Trustee hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new trustee under Section 8.8(a). (d) Any Warrants certified but not delivered by a predecessor trustee may be certified by the successor trustee in the name of the predecessor or successor trustee. 8.9 CONFLICT OF INTEREST (a) The Trustee represents to the Company that at the time of execution and delivery hereof no material conflict of interest exists which it is aware of in the Trustee's -38- role as a fiduciary hereunder and agrees that in the event of a material conflict of interest arising which it becomes aware of hereafter it will, within 90 days after ascertaining that it has such a material conflict of interest, either eliminate the same or resign its trust hereunder to a successor trustee approved by the Company. If any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Indenture and the Warrants shall not be affected in any manner whatsoever by reason thereof. (b) Subject to Section 8.9(a), the Trustee, in its personal or any other capacity, may buy, lend upon and deal in securities of the Company and generally may contract and enter into financial transactions with the Company or any subsidiary of the Company without being liable to account for any profit made thereby. 8.10 ACCEPTANCE OF TRUSTS The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth, and to hold all rights, interests and benefits contained herein for and on behalf of those persons who become Warrantholders from time to time. 8.11 TRUSTEE NOT TO BE APPOINTED RECEIVER Neither the Trustee nor any person related to the Trustee shall be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Company. 8.12 INDEMNITY OF TRUSTEE The Company hereby indemnifies and holds harmless the Trustee and its officers from and against all reasonable costs, liabilities, expenses and disbursements (including reasonable legal fees and disbursements) that it might incur or to which it might have become subject in any action, suit or other similar legal proceeding that might be instituted against the Trustee arising from or out of any act, omission or error of the Trustee arising pursuant to this Indenture, provided that the Trustee acted in accordance with the standards set forth in Section 8.2 and that any such act, omission or error did not constitute negligence, wilful misconduct or bad faith on the part of the Trustee. This Section 8.12 shall survive the resignation or removal of the Trustee or the termination of this Indenture. 8.13 NOTICE (a) The Trustee shall not be bound to give any notice or to do or take any act, action, or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof and the Trustee shall not be required to take notice of any default of the Company hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of such notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Company hereunder has occurred. The giving of any notice shall in no way limit the discretion of the -39- Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder. (b) Whenever any confirmation or instruction is required to be given to the Trustee pursuant to this Indenture, such confirmation or instruction must be in writing to be valid and effectively given. 8.14 ADDITIONAL PROVISIONS (a) All determination with respect to the validity of the exercise of Warrants, including the determination of the time of receipt by the Trustee of any Warrant Certificate or any other documents or instruments to be delivered in connection with the exercise of any Warrants, shall be determined by the Trustee in its sole and absolute discretion. The determination thereof by the Trustee shall be final and binding upon the Company and all Warrantholders affected by such determination. (b) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or employee, unless it shall be proved that the Trustee was negligent. (c) The Trustee shall not be accountable with respect to the validity or value of any Underlying Securities which may at any time be issued and delivered upon the exercise of any Warrant. (d) The Trustee shall not be responsible for any failure of the Company to make any cash payment to issue, transfer or deliver the Underlying Securities upon the surrender of any Warrant for the purpose of exercise. ARTICLE 9 GENERAL 9.1 NOTICE (a) Unless herein otherwise expressly provided, any notice, document or thing required or permitted to be given or delivered hereunder shall be deemed to be properly given or delivered if: (i) delivered in person to the address set out below and acknowledged by written receipt signed by the person receiving such notice; (ii) telecopied and confirmed by prepaid registered letter addressed to the party receiving such notice at its respective addresses set out below; or (iii) sent by prepaid registered letter (provided that any notice to be so given is not unlikely to reach its destination as a result of any actual or threatened interruption of mail services) or courier delivery addressed to the party receiving such notice at its respective address set out below: -40- the Company: Gryphon Gold Corporation Suite 810, Box 36 1130 West Pender Street Vancouver, B.C. V6E 4A4 Attention: Chief Financial Officer Fax: (604) 608-3262 with a copy to: Gryphon Gold Corporation 390 Union Boulevard, Suite 360 Lakewood, Colorado 80228 Attention: Chief Financial Officer the Trustee: Computershare Trust Company of Canada 1500 University Street, Suite 700 Montreal, Quebec H2A 3S8 Attention: Manager, Corporate Trust Fax: (514) 982-7677 a Warrantholder: the address appearing in the register of holders (b) Any notice or delivery given in accordance with this Section 9.1 shall be deemed to have been given and received: (i) if delivered in person in accordance with Section 9.1(a)(i), on the day of delivery in person (provided that such day is a Business Day at the place of receipt and delivery occurs prior to 4:00 p.m. (local time of the recipient) and, if it is not, on the next following Business Day); (ii) if telecopied in accordance with Section 9.1(a)(ii) during the business hours of the recipient, on the date of receipt of the telecopy (provided that such day is a Business Day at the place of receipt and, if it is not, on the next following Business Day) and if telecopied other than during business hours, on the next following Business Day; and (iii) if sent by prepaid registered letter or courier delivery in accordance with Section 9.1(a)(iii), on the date the letter is actually received by the addressee. (c) For greater certainty, a letter delivered by courier where such courier obtains a written acknowledgment of receipt from the party receiving the letter shall be considered a delivery in person in accordance with Section 9.1(a)(i) rather than the sending of a letter in accordance with Section 9.1(a)(iii). -41- (d) The Company or the Trustee, as the case may be, may from time to time by notice in writing delivered in accordance with Section 9.1 change its address for purposes hereof. 9.2 ACCIDENTAL FAILURE TO GIVE NOTICE TO WARRANTHOLDERS Accidental error or omission in giving notice or accidental failure to give notice to any Warrantholder shall not invalidate any action or proceeding founded thereon. 9.3 COUNTERPARTS AND FORMAL DATE This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be dated as of the date hereof. 9.4 SATISFACTION AND DISCHARGE OF INDENTURE Upon the earlier of: (i) the date by which all Warrants theretofore certified hereunder have been cancelled or deemed to be cancelled in accordance with Section 3.4; and (ii) the Expiry Time, this Indenture, except to the extent that Underlying Securities and certificates therefor have not been issued and delivered hereunder or the Company has not performed any of its obligations hereunder, shall cease to be of further effect in respect of the Company, and the Trustee, on written demand of and at the cost and expense of the Company, and upon delivery to the Trustee of a certificate of the Company stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with and upon payment to the Trustee of the expenses, fees and other remuneration payable to the Trustee, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; provided that if the Trustee has not then performed any of its obligations hereunder, any such satisfaction and discharge of the Company's obligations hereunder shall not affect or diminish the rights of any Warrantholder or the Company against the Trustee. 9.5 PROVISIONS OF INDENTURE AND WARRANTS FOR THE SOLE BENEFIT OF PARTIES AND WARRANTHOLDERS Nothing in this Indenture, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the holders from time to time of the Warrants any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Warrantholders. 9.6 LANGUAGE The parties hereto confirm their express wish that this Indenture and all documents and agreements directly or indirectly relating thereto be drawn up in the English language. Notwithstanding such express wish, the parties agree that any such document or agreement, or any part thereof or of this Indenture, may be drawn up in the French language. -42- Les parties aux presentes confirment leur volonte expresse que la presente convention ainsi que tous les documents et conventions s'y rattachant directement ou indirectement soient rediges en anglais. Nonobstant cette volonte expresse, les parties aux presentes conviennent que la presente convention ainsi que tous les documents et conventions s'y rattachant directement ou indirectement, ou toute partie de ceux-ci, puissent etre rediges en francais. 9.7 PURCHASE OF WARRANTS BY COMPANY Subject to applicable law, the Company may from time to time purchase on any stock exchange in the open market, by invitation for tender, by private contract or otherwise any of the Warrants, on such terms as the Company may determine. Any such purchase may be made in such manner, from such persons, on such other terms and at such prices as the Company in its sole discretion may determine. The Warrant Certificates representing the Warrants purchased pursuant to this Section 9.7 shall forthwith be delivered to and cancelled by the Trustee. If requested by the Company, the Trustee shall furnish the Company with a certificate as to such destruction. 9.8 ASSIGNMENT This Indenture may not be assigned by either party hereto without the consent in writing of the other party. This Indenture shall enure to and bind the parties and their lawful successors and permitted assigns. 9.9 NO WAIVER, ETC. No act, omission, delay, acquiescence or course of conduct on the part of the party hereto, other than a specific written instrument, shall constitute a waiver of or consent to any breach or default by the other party hereto, or affect or limit the right of the party to insist on strict or timely performance of the obligation of the other party. 9.10 FURTHER ASSURANCES Each of the parties hereto shall do or cause to be done all such acts and things and execute such further documents, agreements and assurances as may reasonably be necessary or advisable from time to time to carry out the provisions of this Indenture in accordance with their true intent. IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf. GRYPHON GOLD CORPORATION by ---------------------------------- Name: ------------------------------- Title: ------------------------------ by ---------------------------------- Name: ------------------------------- Title: ------------------------------ COMPUTERSHARE TRUST COMPANY OF CANADA by ---------------------------------- Name: ------------------------------- Title: ------------------------------ by ---------------------------------- Name: ------------------------------- Title: ------------------------------ -43- SCHEDULE A FORM OF WARRANT CERTIFICATE/ ANNEXE A FORMULAIRE DE BONS DE SOUSCRIPTION Copy of specimen warrant certificate attached. *French translation has been omitted. VOID AFTER 5:00 P.M. (TORONTO TIME) ON THE EXPIRY DATE REFERENCED BELOW No./No WARRANTS TO PURCHASE COMMON SHARES OF GRYPHON GOLD CORPORATION (INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA) NUMBER OF WARRANTS : __________ CUSIP __ THIS CERTIFIES that, for value received, the holder hereof COMPUTERSHARE TRUST COMPANY OF CANADA is the registered holder of the number of common share purchase warrants (the "WARRANTS") stated above and is entitled at any time at or after the date hereof and prior to 5:00 p.m. (Toronto time) on __ (the "EXPIRY TIME") to purchase in accordance with the provisions of the Indenture (as defined below) one common share (a "COMMON SHARE") of Gryphon Gold Corporation (the "COMPANY") for each such Warrant represented hereby at a price of Cdn$ __ per Common Share or the Canadian dollar equivalent thereof in accordance with the terms of the Indenture referred to below (the "EXERCISE PRICE") by surrendering to Computershare Trust Company of Canada (the "TRUSTEE") at its principal office in the City of Toronto, Ontario or at the principal office of Computershare Trust Company, Inc. (the "U.S. AGENT") in the City of Golden, Colorado this certificate together with an executed exercise form (the "EXERCISE *French translation has been omitted. -2- FORM") in the form of the attached Exercise Form or any other written notice in a form satisfactory to the applicable Trustee, in either case duly completed and executed, and a certified cheque, bank draft or money order payable at par to or to the order of Gryphon Gold Corporation in the amount equal to the Exercise Price multiplied by the number of Common Shares subscribed for (subject to adjustment in certain circumstances); provided that unless the holder has surrendered the Warrants represented hereby for exercise pursuant to the provisions hereof and of the Indenture on or prior to the Expiry Time, the Warrants represented hereby shall be void and of no effect. Upon the exercise of the Warrants evidenced hereby, the Company shall cause to be issued to the person(s) in whose name(s) the Common Shares so subscribed for are to be issued (provided that if the Common Shares are to be issued to a person other than a holder of this Warrant certificate, the holder's signature on the Exercise Form herein shall be guaranteed by a Canadian chartered bank, a major trust company in Canada, a firm which is a member of a recognized stock exchange in Canada, a member of the Investment Dealers Association of Canada, a national securities exchange in the United States, or the National Association of Securities Dealers, Inc. or a participant in the Securities Transfer Agents Medallion (STAMP) Program (an "ELIGIBLE INSTITUTION")) the number of Common Shares to be issued to such person(s), and such person(s) shall become a holder in respect of Common Shares with effect from the date of such exercise and upon the due surrender of this Warrant certificate the Company will, within three Business Days after receipt of notice from the Trustee of the exercise of such Warrants, cause a certificate(s) representing *French translation has been omitted. -3- such Common Shares to be made available for pick-up by such person(s) at the principal office of the Trustee in the City of Toronto, Ontario or mailed to be available for pick-up at the principal office of the U.S. Agent in the City of Golden, Colorado or mailed to such person(s) at the address(es) specified in such Exercise Form. If any Common Shares issuable upon the exercise of Warrants require the maintenance of a current Registration Statement, with respect to such Shares under the Securities Act of 1933, as amended (the "1933 ACT"), in no event shall such Common Shares be issued unless the Common Shares are registered under the 1933 Act pursuant to an effective Registration Statement and the Company causes to be delivered to the holder a U.S. Prospectus; provided, however that, if the Registration Statement ceases to be effective, prior to the Expiry Time and for so long as the Registration Statement is not effective, subject to applicable law, a holder of any Warrant may, at its option: (i) exercise such Warrants, if the holder is not a U.S. Purchaser and the holder delivers a duly completed and executed Warrant Exercise Certification (in the form attached as Schedule B to the Indenture) certifying that the holder: (A)(1) is not in the United States; (2) is not a U.S. Person and is not exercising the Warrants for, or on behalf or benefit of, a U.S. Person or person in the United States; (3) did not execute or deliver the Warrant Exercise Form in the United States; (4) agrees not to engage in hedging transactions with regard to the Securities prior to the expiration of the one-year distribution compliance period set forth in Rule 903(b)(3) of Regulation S; (5) acknowledges that the Common Shares issuable upon exercise of the Warrants are "restricted securities" as defined in Rule 144 of the 1933 Act and upon the issuance thereof, and until such time as the *French translation has been omitted. -4- same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Common Shares will bear a restrictive legend; and (6) acknowledges that the Company shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; and (B) neither the Corporation nor the holder has engaged in any "directed selling efforts" (as defined in Regulation S) in the United States; or (ii) exercise such Warrants in a transaction that does not require registration under the 1933 Act or any applicable U.S. state laws and regulations and the holder has (A) delivered a duly completed and executed Warrant Exercise Certification (in the form attached hereto as Schedule B) certifying that the holder is exercising the Warrants pursuant to such exemptions and (B) furnished to the Company, prior to such exercise, an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; or (iii) if (A) the Current Market Price of one Common Share is greater than the Exercise Price and (B) a Registration Statement is not then effective, in lieu of exercising the Warrants by payment of cash, a holder may exercise such Warrants by a cashless exercise and shall receive the number of Common Shares equal to an amount as determined in Section 3.1(b)(iii) of the Indenture. If no Registration Statement is effective at any time when any Warrant is exercised, the holder shall deliver a completed Warrant Exercise Certification (attached as Schedule B to the Indenture) to the Trustee and the Company. *French translation has been omitted. -5- This Warrant Certificate represents Warrants of the Company issued under the provisions of an Indenture (which indenture, together with all other instruments supplemental or ancillary thereto, is herein referred to as the "INDENTURE") dated __ between the Company and the Trustee, to which Indenture reference is hereby made for particulars of the rights of the holders and the Company and of the Trustee in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which the holder by acceptance hereof assents. A copy of the Indenture will be provided at no cost to a holder who makes a request for such copy to the Company or to the Trustee. If any conflict exists between the provisions contained herein and the provisions of the Indenture, the provisions of the Indenture shall govern. The Indenture provides for adjustments to the right of exercise, including the Exercise Price and the amount of and class and kind of securities or other property issuable upon exercise, upon the happening of certain stated events, including the subdivision or consolidation of the Common Shares, certain distributions of Common Shares or securities convertible into Common Shares or of other securities or assets of the Company, certain offerings of rights, warrants or options, certain reorganizations, certain issuer bids, tender offers or exchange offers and the declaration of certain dividends. *French translation has been omitted. -6- No fractional Common Shares are issuable upon the exercise of this Warrant. The Company will pay an amount in cash in lieu of issuing fractional Common Shares, in accordance with the Indenture. Holders of Warrants will not have any rights as shareholders of the Company by virtue of holding such Warrants. Upon presentation to the Trustee at its principal office in the City of Toronto, Ontario or at the principal office of the U.S. Agent in the City Golden, Colorado, subject to the provisions of the Indenture and upon compliance with the reasonable requirements of the Trustee, this Warrant certificate may be exchanged for Warrant certificates in any other denomination representing in the aggregate the same number of Warrants. If the holder subscribes for a lesser number of Common Shares than the number of shares referred to in this Warrant certificate, the holder shall be entitled to receive a further Warrant certificate in respect of Common Shares referred to in this Warrant certificate but not subscribed for. The Company and the Trustee may treat the registered holder of this Warrant certificate for all purposes as the absolute owner hereof. The holding of this Warrant certificate shall not constitute the holder thereof a holder of Common Shares or entitle him to any right or interest in respect thereof except as herein and in the Indenture expressly provided. Warrants may be transferred upon compliance with the conditions described in the Indenture, on the register to be kept at the principal office of the Trustee in the City of Toronto, by the registered holder thereof or his executors or administrators or other legal representatives, or his or their attorney appointed by instrument in *French translation has been omitted. -7- writing in form and execution satisfactory to the Trustee with a signature guaranteed by an Eligible Institution and upon compliance with such reasonable requirements as the Trustee may prescribe (including the requirement to provide evidence of satisfactory compliance with applicable securities laws). The Indenture contains provisions making binding upon the holders of Warrants outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by the holders holding a specified percentage of the then unexercised Warrants. This Warrant certificate and the Indenture shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable in that province. Time shall be of the essence hereof and of the Indenture. This Warrant certificate shall not be valid for any purpose until it has been certified by or on behalf of the Trustee for the time being under the Indenture. IN WITNESS WHEREOF the Corporation has caused this Warrant certificate to be signed by its duly authorized officer as of __. GRYPHON GOLD CORPORATION Per/par: Authorized Signing Officer/Signaire autorise *French translation has been omitted. EXERCISE FORM/FORMULAIRE D'EXERCICE TO: GRYPHON GOLD CORPORATION (the "CORPORATION") The undersigned holder of the within Warrants hereby irrevocably exercises the Warrants represented hereby and subscribes for the maximum number of Common Shares (or other shares or securities or property issuable in accordance with the Indenture) of Gryphon Gold Corporation issuable pursuant to the number of warrants being exercised as specified below on the terms specified in the said Warrants and the Indenture at the Exercise Price and on the terms and conditions set forth in this certificate and in the Indenture and encloses herewith a certified cheque, bank draft or money order payable at par to the order of Gryphon Gold Corporation in an amount equal to the Exercise Price multiplied by the number of Common Shares subscribed for (subject to adjustment in certain circumstances). The undersigned hereby directs that the said Common Shares be issued in the name of the undersigned and delivered to the address of the undersigned as shown on the register of holders of Warrants, unless otherwise specified in the space provided below. Name: __________________________________________________________________________ Nom : __________________________________________________________________________ Please print or type name and address (including postal code) - Address: _________________________ Number of Warrants being Exercised: ____________________________________________ *French translation has been omitted. -2- SOCIAL INSURANCE OR ----------------------- OTHER TAXPAYER IDENTIFICATION NUMBER ----------------------- DATED this ________________ day of ______________, Signature guaranteed by: ________________________ Signature garantie par : ________________________ Note: If the signature of the person executing this form is to be guaranteed, it must be guaranteed by an Eligible Institution. The guarantor must affix a stamp bearing the actual words: "Signature Guarantee" Please indicate desired delivery method: [ ] Please mail the certificate representing the aforesaid Common Shares (and certificate representing warrants not being exercised, if any) to the following address: ________________________________________________________________________________ ________________________________________________________________________________ *French translation has been omitted. -3- [ ] Please hold the certificate representing the aforesaid Common Shares for pick up by the undersigned at 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, Attention: Corporate Trust. [ ] Please hold the certificate representing the aforesaid Common Shares for pick up by the undersigned at __. Please note that if Common Shares are to be issued to a person other than the registered holder, the registered holder must pay to the Trustee all exigible taxes and duly execute the form of transfer and the signature of the registered holder must be guaranteed. TRANSFER FORM FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ Please print or type name and address of assignee - ________________________________________________________________________________ Warrants represented by the within Warrant certificate and does hereby irrevocably constitute and appoint ________________________________________________________________________________ as attorney, such attorney may substitute another to act for him, to transfer the said Warrants on the books of the Trustee and/or the Corporation. DATED this ___ day of __________________, *French translation has been omitted. -4- Signature guaranteed by: ___________________________ ___________________________ Name of registered holder (please print) ___________________________ Signature of or on behalf of registered holder ___________________________ Officer, Title or other Authorization (if holder not an individual) Note: Signature of holder must be guaranteed by an Eligible Institution. The guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEE". Upon any due transfer of Warrants, the transferee of a Warrant shall be a permitted assignee of the transferring holder and shall be entitled to the benefits of the covenants of the Corporation contained in the Warrant Indenture and granted by the Corporation, subject to the restrictions and limitations described therein. NOTICE: The signature on this assignment must correspond exactly with the name as written upon the face of this certificate. *French translation has been omitted. -5- SCHEDULE B WARRANT EXERCISE CERTIFICATION (TO BE COMPLETED ONLY IF A REGISTRATION STATEMENT IS NOT EFFECTIVE) To: GRYPHON GOLD CORPORATION And To: COMPUTERSHARE TRUST COMPANY OF CANADA The undersigned holder of the within Warrant Certificate, pursuant to the Warrant Indenture mentioned therein, hereby exercises certain Warrants (the "Exercised Warrants") evidenced thereby and hereby subscribes for a number of Common Shares of GRYPHON GOLD CORPORATION equal to such number of Common Shares or number or amount of other securities or property, or combination thereof, to which such exercise entitles him under the provisions of the Warrant Indenture at an aggregate price equal to the product of the Exercise Price and the number of Exercised Warrants, and on the terms specified in such Warrant Certificate and the Warrant Indenture, and in payment therefor, delivers herewith a bank draft, certified cheque or money order payable to GRYPHON GOLD CORPORATION. Capitalized terms not defined herein shall have the definitions set forth in the Warrant Indenture. The undersigned represents that it (A) has had access to such current public information concerning GRYPHON GOLD CORPORATION as it considered necessary in connection with its investment decision and (B) understands that the securities issuable upon exercise hereof have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The undersigned represents and warrants that it: [CHECK ONE ONLY] [ ] A. is not a U.S. Purchaser and it (1) is not in the United States; (2) is not a U.S. Person and is not exercising the Warrants for, or on behalf or benefit of, a U.S. Person or person in the United States; (3) did not execute or deliver the Warrant Exercise Form in the United States; (4) agrees not to engage in hedging transactions with regard to the Securities prior to the expiration of the one-year distribution compliance period set forth in Rule 903(b)(3) of Regulation S; (5) acknowledges that the Common Shares issuable upon exercise of the Warrants are "restricted securities" as defined in Rule 144 of the 1933 Act and upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Common Shares will bear a restrictive legend; and (6) acknowledges that the Company shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; and (B) it holder has not engaged in any "directed selling efforts" (as defined in Regulation S) in the United States. *French translation has been omitted. -6- [ ] B. the undersigned is delivering a written opinion of U.S. Counsel or a written confirmation from the Company to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or are exempt from registration thereunder. [ ] C. the undersigned elects to exercise its the "cashless" exercise right in accordance with the terms hereof and Section 3(b)(iii) of the Warrant Indenture with respect to ________ Warrants. The undersigned will receive that number of Common Shares equal to the product of (x) the number of Warrants as to which is being exercised multiplied by (y) a fraction, the numerator of which is the Current Market Price per Common Share (as defined in the Warrant Indenture) less the Exercise Price and the denominator of which is such Current Market Price per Common Share. Unless Box C above is checked, the undersigned holder understands that the certificate representing the Company's Common Shares is issued upon exercise of this Warrant will bear a legend restricting the transfer without registration under the U.S. Securities Act and applicable state securities laws substantially the form set forth in Section 3.1(c) of the Warrant Indenture. If the holder has checked Box C above, upon exercise of the Warrants pursuant to the cashless exercise provision in Section 3.1(b)(iii) of the Indenture, the holder must tender the original warrant certificate; the exercise form and this Schedule B -- Warrant Exercise Certification directly to Gryphon Gold Corporation, Suite 810, 1130 West Pender St. Vancouver, B.C. V6E 4A4. Name: __________________________________________________________________________ Please print or type name and address (including postal code) Address: __________________________ Number of Warrants being Exercised: ____________________________________________ ____________________________________________ DATED this __________________ day of _________, Signature guaranteed by: _____________________ ---------------------------------------- Name of registered holder (please print) ---------------------------------------- Signature of or on behalf of registered holder ---------------------------------------- Office, Title or other Authorization (if holder not an individual) *French translation has been omitted. EX-23.1 4 o18029bexv23w1.txt CONSENT OF ERNST & YOUNG LLP. EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption "Experts" and to the use of our report dated June 29, 2005 (except as to note 12 which is as of August 17, 2005 and note 11 which is as of September 30, 2005) in Amendment No. 3 to the Registration Statement (Form SB-2 No. 333-127635) and related Prospectus of Gryphon Gold Corporation for the registration of Units, each consisting of one Common Share and one-half of one Class A Warrant. /s/ Ernst & Young LLP Vancouver, Canada October 26, 2005 EX-23.5 5 o18029bexv23w5.txt CONSENT OF THE GOLD FIELD MINERAL SERVICES Exhibit 23.5 Consent of Expert ----------------- Gold Field Mineral Services October 19, 2005 United States Securities and Exchange Commission One Station Place 100 F Street NE Washington, D.C. 20549 Ladies and Gentlemen: We have reviewed the section entitled "Gold Industry and the Gold Market -- Supply and Demand Fundamentals" contained in the Form SB-2 registration statement (the "Form SB-2") (SEC File No. 333-127635) filed by Gryphon Gold Corporation (the "Company"), and the information attributed to our report entitled the "Gold Field Mineral Services Survey 2005" (the "Report"). We consent to the use of information derived from the Report in the Form SB-2 and any amendments thereto. We consent to the reference to Gold Field Mineral Services in the SB-2 and any amendments thereto. Gold Field Mineral Services /s/ Philip Newman --------------------------------- Name: Philip Newman Title: Senior Analyst GRAPHIC 6 o18029bo1802910.gif GRAPHIC begin 644 o18029bo1802910.gif M1TE&.#EA,0**`?<``"4C(_/O':.BHWAW=]U<7-/3TV`F)9Z:G?7W]I.2D[%- M3<9%1>^-=6=G9]YA8>-C8[HX../CX]O;V^_O[XV+C-YA75A75]124I]A(,/# MONLU-4-"0H."@H4S,LNVL?(6%MM8,=BE*:R@&]2+B^Y*2\975Y-&1:Z3DN2, MBW!/*IN;8:@F)]??Y[5N9VU34N5X=^MI::I_?8EV===>8,_7V]$T,]KCY^T] M/[*NKLID8XL6%*@V-MUZ>=1:6N/K[^9I::0_/U%+2^)D6<[)1=47%;5I4=C* MR&]J:JJBE?4<'I2-C;*RKM!-3.K8UK(7%\S'QK[#OL9[>7!I3<7/V.UR;DHW M-K:ZMK6]QIF6E>-J8LU13[JZMKJVMLEY8JJFI:*>H;W#Q>5E:94H(--33)*. 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EX-1.1

                                                                     Exhibit 1.1

                                        1

                             UNDERWRITING AGREEMENT

                                                                 October o, 2005

Gryphon Gold Corporation
Suite 810, 1130 West Pender Street
Vancouver, BC V6E 4A4

Attention: Albert Matter

Dear Sirs/Mesdames:

         Subject to the terms and conditions stated herein, we understand that
Gryphon Gold Corporation, a corporation incorporated under the laws of Nevada
(the "COMPANY"), proposes to complete its initial public offering by issuing and
selling to a syndicate of underwriters comprised of Desjardins Securities Inc.,
CIBC World Markets Inc., Bolder Investment Partners Ltd. and Orion Securities
Inc. (the "UNDERWRITERS"), for whom Desjardins Securities Inc. is acting as
representative (the "REPRESENTATIVE"), o units of the Company (the "OFFERED
UNITS") at a price of $o per Offered Unit to raise $o (the "OFFERING"). Each
Offered Unit will consist of one share of its common stock, par value U.S.$0.001
(the "COMMON STOCK") and one-half of one Class A warrant (the "WARRANTS"). Each
whole Warrant will entitle the holder to purchase one share of Common Stock at a
price of $o until the date that is 12 months following the Closing Date (as
hereinafter defined).

         At the option of the Underwriters, the Company also proposes, subject
to the terms and conditions stated herein, to grant to the Underwriters an
option (the "OVER-ALLOTMENT OPTION") to purchase up to o additional units to
cover over-allotments (the "ADDITIONAL UNITS"). The Over-Allotment Option shall
be exercisable, in whole or in part, at any time, and from time to time, during
the period of 30 days following the Closing (as defined below) on written notice
by the Representative, on behalf of the Underwriters, to the Company not later
than two Business Days prior to the contemplated Over-Allotment Option Closing
Date, specifying the number of Additional Units to be purchased and the date for
delivery of the purchase for the Additional Units. Pursuant to such notice, the
Underwriters shall purchase and the Company shall sell the number of Additional
Units indicated in such notice, in accordance with the provisions of Sections 2
and 4 hereof. The Additional Units shall have attributes identical to the
Offered Units.

                  In consideration of the services provided by the Underwriters
and agreement of the Underwriters to purchase the Offered Units and, if
applicable, Additional Units, and to offer such securities to the public
pursuant to the Prospectuses, the Company agrees to pay to the Underwriters, at
the Closing Time (as defined below), the Underwriting Fee (as defined in section
3) and to issue to the Underwriters the Underwriters' Option as set forth in
Section 3 hereof.

                  For purposes of this Agreement, the "Transaction Securities"
means the Offered Units, the Over-Allotment Option, the Additional Units, the
Common Stock and Warrants constituting the Offered Units and the Additional
Units, the Underwriters' Option and the Underlying Shares. The Offered Units and
the Additional Units are referred to herein as the "Purchased Securities".



                                      - 2 -


                  The use of the neuter in this Agreement shall include the
feminine and masculine wherever appropriate. Certain terms used herein are
defined in Section 25 hereof.

1.       REPRESENTATIONS, WARRANTIES AND COVENANTS

(i)      The Company represents and warrants to, and agrees with, each
         Underwriter as set forth below:

         (a)      A registration statement on Form SB-2 (No. 333-127635) with
                  respect to the Transaction Securities has (i) been prepared by
                  the Company in conformity with the requirements of the United
                  States Securities Act of 1933, as amended (the "SECURITIES
                  ACT"), and the rules and regulations (the "RULES AND
                  REGULATIONS") of the Commission thereunder, (ii) been filed
                  with the Commission under the Securities Act and (iii) was
                  declared effective by the Commission. Copies of such
                  registration statement and the amendment thereto have been
                  delivered by the Company to the Underwriters. As used in this
                  Agreement, "Registration Statement" means such registration
                  statement, as amended at the Effective Time, including all
                  information contained in the Final U.S. Prospectus filed with
                  the Commission pursuant to Rule 424(b) of the Rules and
                  Regulations and deemed to be a part of the Registration
                  Statement as of the Effective Time pursuant to paragraph (b)
                  of Rule 430A of the Rules and Regulations. The Commission has
                  not issued any order preventing or suspending the use of any
                  Preliminary U.S. Prospectus.

         (b)      The Company has prepared and filed with the BCSC, as principal
                  regulator under MRRS, and the other securities regulatory
                  authorities in each of the Canadian Qualifying Jurisdiction, a
                  preliminary long form prospectus in the English and French
                  language relating to the issue of the Offered Units, the
                  Over-Allotment Option and the Underwriters' Options in
                  accordance with BC Policy 41-601 (the "PRELIMINARY
                  PROSPECTUS"), as amended by an amended and restated
                  preliminary long form prospectus dated October 5, 2005 (the
                  "AMENDED PRELIMINARY PROSPECTUS"). The Preliminary Prospectus
                  and the Amended Preliminary Prospectus were each filed with
                  the securities regulatory authorities in each of the Canadian
                  Qualifying Jurisdiction pursuant to National Instrument
                  43-201. The Company has obtained a preliminary MRRS decision
                  document issued by the BCSC, in its capacity as principal
                  regulator under the MRRS, evidencing preliminary receipts of
                  each of the Canadian Qualifying Jurisdiction have been issued
                  for the Preliminary Prospectus and the Amended Preliminary
                  Prospectus (collectively, the "PRELIMINARY CANADIAN
                  PROSPECTUS"). Copies of such Preliminary Prospectus and
                  Amended Preliminary Prospectus have been delivered by the
                  Company to the Underwriters.

         (c)      When the Registration Statement became or becomes effective,
                  upon the filing or delivery to the Underwriters of the Final
                  U.S. Prospectus, as of the date hereof, and at the Closing
                  Date, the Registration Statement (and


                                     - 3 -


                  any post-effective amendment thereto) and the Final U.S.
                  Prospectus (as amended or as supplemented if the Company shall
                  have filed with the Commission any amendment or supplement to
                  the Registration Statement or the Final U.S. Prospectus) Rules
                  and Regulations, complied and will comply in all material
                  respects with the Securities Act and the Rules and
                  Regulations, and did not and will not contain any untrue
                  statement of a material fact or omit to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein (in the light of the circumstances under
                  which they were made, in the case of the Final U.S.
                  Prospectus) not misleading, each Preliminary U.S. Prospectus,
                  as of the date filed with the Commission, did not include any
                  untrue statement of a material fact or omit to state any
                  material fact required to be stated therein or necessary to
                  make the statements therein, in the light of the circumstances
                  under which they were made, not misleading; except that no
                  representation or warranty is made in this Section with
                  respect to statements or omissions made in reliance upon and
                  in conformity with written information furnished to the
                  Company with respect to the Underwriters by any one of the
                  Underwriters expressly for inclusion in any Preliminary U.S.
                  Prospectus, the Registration Statement, or the Final U.S.
                  Prospectus, or any amendment or supplement thereto. The
                  Company has not distributed and will not distribute prior to
                  completion of the Underwriters' distribution of the Purchased
                  Securities any written offering material in connection with
                  the offering and sale of the Purchased Units, other than the
                  Registration Statement, the Preliminary Canadian Prospectus,
                  the Preliminary U.S. Prospectus and the Prospectuses.

         (d)      On the date of filing of the Canadian Prospectus with the
                  Canadian Securities Commissions (i) all information and
                  statements (except information and statements relating solely
                  to the Underwriters), contained therein will be true and
                  correct in all material respects and contain no
                  misrepresentation and constitute full, true and plain
                  disclosure of all material facts relating to the Company and
                  the Transaction Securities; (ii) no material fact or
                  information has been omitted from the Canadian Prospectus
                  (except facts or information relating solely to the
                  Underwriters) which is required to be stated therein or is
                  necessary to make the information contained in the Canadian
                  Prospectus not misleading in light of the circumstances under
                  which it was made; and (iii) the Canadian Prospectus will
                  comply in all material respects with the requirements of the
                  Canadian Securities Laws.

         (e)      Each of the Company and Borealis is, and will be at the
                  Closing Date, a duly organized, validly subsisting Company
                  established under the laws of the State of Nevada, is in good
                  standing in its jurisdiction of incorporation, duly licensed
                  or qualified as a foreign corporation for transaction of
                  business and in good standing under the laws of each other
                  jurisdiction in which their respective ownership or lease of
                  property or the conduct of their respective businesses
                  requires such license or qualification, except


                                     - 4 -


                  where the failure to be so qualified or in good standing or
                  have such power or authority would not, individually or in the
                  aggregate, have a Material Adverse Effect and has all
                  requisite power and authority to own, lease and operate its
                  properties and assets as set out in the Registration Statement
                  and the Prospectuses and conduct its activities as
                  contemplated thereby.

         (f)      No order, ruling or determination having the effect of
                  ceasing, suspending or restricting trading in any securities
                  of the Company or the issue of the Transaction Securities has
                  been issued and, to the best of the knowledge of the Company,
                  no such proceedings, investigations or inquiries are pending
                  or threatened.

         (g)      The Company has all requisite corporate power and authority,
                  and on or before the Closing Date will have taken all actions
                  required, to: (i) enter into this Agreement; (ii) grant the
                  Over-Allotment Option and the Underwriters' Option in
                  accordance with the provisions of this Agreement; (iii) issue,
                  sell and deliver the Transaction Securities in accordance with
                  the provisions of this Agreement; and (iv) to carry out all
                  the terms and provisions hereof.

         (h)      The Company is authorized to issue 150,000,000 shares of its
                  Common Stock, par value $0.001, and 15,000,000 shares of
                  preferred stock, par value $0.001, of which, as of the date
                  hereof, 27,722,370 shares of Common Stock are validly issued
                  and outstanding, fully paid and nonassessable and no shares of
                  preferred stock are issued and outstanding. Other than as
                  disclosed in or contemplated by the Registration Statement or
                  the Prospectuses, the Company's common stock is not subject to
                  any pre-emptive or similar rights. The Company has an
                  authorized, issued and outstanding capitalization as set forth
                  in the Registration Statement and the Prospectuses as of the
                  dates referred to therein. Except as set forth in the
                  Registration Statement and Prospectuses, no options, warrants
                  or other rights to purchase, agreements or other obligations
                  to issue, or rights to convert any obligations into or
                  exchange any securities for, shares of common stock or
                  ownership interest in the Company are outstanding. Such
                  authorized capital stock conforms to the description thereof
                  set forth in the Registration Statement and the Prospectuses.
                  The description of the securities of the Company in the
                  Registration Statement and the Prospectuses is, and at the
                  Closing Date will be, complete and accurate in all material
                  respects.

         (i)      The Stock Option Plan and all of the terms and obligations
                  thereunder, comply with, and following the completion of the
                  Offering, will comply with and all applicable Canadian
                  Securities Laws and U.S. securities laws and policies and
                  rules of the TSX.

         (j)      The Common Stock has been conditionally approved for listing
                  on the TSX, subject only to compliance with the requirements
                  set out in the TSX's conditional approval letter dated October
                  3, 2005, a copy of which


                                     - 5 -


                  has been provided to the Underwriters; the certificates for
                  the Transaction Securities have been duly approved and adopted
                  by the Company and are in valid and sufficient form and comply
                  with the requirements of the TSX.

         (k)      The terms and conditions of the Offering comply in all
                  material respects with Canadian Securities Laws and the
                  Securities Act and the Rules and Regulations, except to the
                  extent that exemptions therefrom have been obtained from the
                  Canadian Commissions or the Commission, as applicable.

         (l)      There is no contract or other document of a character required
                  to be described in the Registration Statement or Prospectuses,
                  or to be filed as an exhibit thereto, which is not described
                  or filed as required to comply with Canadian Securities Laws,
                  the Securities Act and the Rules and Regulations, as
                  applicable.

         (m)      This Agreement has been and, on the Closing Date the Warrant
                  Indenture will be, duly executed and delivered by the Company
                  and constitutes (and will constitute on the Closing Date in
                  the case of the Warrant Indenture) a legal, valid and binding
                  obligation of the Company enforceable against it in accordance
                  with its terms, except as enforcement thereof may be limited
                  by (i) bankruptcy, insolvency, reorganization, moratorium and
                  other laws relating to or affecting the rights of creditors
                  generally, (ii) the application of equitable principles when
                  equitable remedies are sought and by the fact that rights to
                  indemnity, contribution and waiver, (iii) the ability to sever
                  unenforceable terms, may be limited by applicable law and (iv)
                  limitations on enforceability of any indemnification or
                  contribution provision under United States federal and state
                  securities laws and Canadian Securities Laws.

         (n)      The Company is not and, after giving effect to the offering
                  and sale of the Purchased Securities and the application of
                  the proceeds thereof as described in the Registration
                  Statement and Prospectuses, will not be an "investment
                  company" as defined in the Investment Company Act of 1940, as
                  amended and the rules and regulations of the Commission
                  promulgated thereunder.

         (o)      The Company has no subsidiaries other than Borealis. All the
                  outstanding shares of common stock or other equity interests
                  of Borealis have been duly and validly authorized and issued
                  and are fully paid and non-assessable, set forth in the
                  Prospectus, free and clear of any perfected security interest
                  or any other security interests, claims, liens or
                  encumbrances, except as set forth in or contemplated in the
                  Registration Statement and the Prospectuses.

         (p)      The Transaction Securities and the securities comprised
                  therein have been duly authorized by the Company and, when
                  issued and delivered and, in the case of the Purchased
                  Securities, paid for as provided herein, will be


                                     - 6 -


                  validly issued, fully paid and nonassessable and will conform
                  to the descriptions thereof in the Registration Statement and
                  Prospectuses; and the issuance of such Transaction Securities
                  is not subject to any preemptive or similar rights. The
                  Warrants have been duly authorized by the Company and, when
                  issued and delivered and paid for as provided herein, will be
                  validly issued, fully paid and nonassessable and will conform
                  to the descriptions thereof in the Registration Statement and
                  Prospectuses; and the issuance the Warrants is not subject to
                  any preemptive or similar rights. The Underlying Shares have
                  been duly authorized and reserved for issuance pursuant to the
                  terms of the Warrant Indenture and the Underwriters' Options,
                  and, in the case of the Warrants, when issued and delivered by
                  the Company upon valid exercise of the Warrants and payment of
                  the exercise price in accordance with the terms of the Warrant
                  Indenture and, in the case of the Underwriters' Option, upon
                  exercise of the Underwriters' Option and payment of the option
                  price therefor, will be duly and validly issued, fully paid,
                  and nonassessable and will not be subject to preemptive or
                  similar rights.

         (q)      Other than as may be required by, and as have or will have
                  been obtained prior to Closing under Canadian Securities Laws,
                  the Securities Act and the Rules and Regulations, no consent,
                  approval, authorization, order, registration or qualification
                  of or with any court or Governmental Authority or other third
                  party, except those which have been or will be, prior to the
                  Closing Time, obtained, is required for the issue, sale and
                  delivery of the Transaction Securities as contemplated in this
                  Agreement or the consummation by the Company of the
                  transactions contemplated in this Agreement.

         (r)      Each of the Material Contracts to which the Company or
                  Borealis is a party have been (or will be at the Closing Time)
                  duly executed and delivered by the Company or Borealis, as the
                  case may be, and constitute (or will constitute when executed)
                  legal, valid and binding obligations of the Company or
                  Borealis, as the case may be, enforceable against them in
                  accordance with their terms, except as enforcement thereof may
                  be limited by bankruptcy, insolvency, reorganization,
                  moratorium and other laws relating to or affecting the rights
                  of creditors generally, and except as limited by the
                  application of equitable principles when equitable remedies
                  are sought and by the fact that rights to indemnity,
                  contribution and waiver, and the ability to sever
                  unenforceable terms, may be limited by applicable law.

         (s)      With the exception of the Material Contracts, the Company is
                  not a party to any material contract and the Company's
                  property is not subject to any material contract. Other than
                  as disclosed in the Registration Statement and Prospectuses or
                  as disclosed in writing to the Underwriters, the Company has
                  not entered into nor has any present intention to enter into
                  any agreement to acquire any securities in any other
                  corporation or entity or to acquire or lease any other
                  business operation which are material to


                                     - 7 -


                  the business and operations of the Company and Borealis, taken
                  as a whole. Other than as disclosed in the Registration
                  Statement and Prospectuses or as disclosed in writing to the
                  Underwriters, the Company has not entered into nor has any
                  present intention to enter into any agreement, including any
                  joint-venture, take-over, amalgamation or merger, with any
                  other corporation or entity that would have effect of altering
                  or diluting its share capital.

         (t)      The execution, delivery, performance and compliance of or with
                  the terms of this Agreement, the Warrant Indenture, the
                  Underwriters' Option and the other Material Contracts to which
                  they are a party, and the issue, sale and delivery of the
                  Transaction Securities by the Company does not and will not
                  result in any such breach, violation or default, under (i) any
                  of the Material Contracts; (ii) any indenture, mortgage, deed
                  of trust, loan agreement or other agreement (written or oral)
                  or instrument to which it is a party or by which it is bound
                  or to which any of its property or assets is subject where
                  such breach, violation or default could have a Material
                  Adverse Effect on the Company; (iii) its articles of
                  incorporation, as amended, and by-laws; or (iv) any statute or
                  any order, rule or regulation of any court or Governmental
                  Authority or body having jurisdiction over it or any of its
                  properties; other than as disclosed in the Registration
                  Statement and the Prospectuses, neither the Company nor
                  Borealis have entered into any transaction or agreement, not
                  in the ordinary course of business, that is material to the
                  Company and Borealis, taken as a whole or incurred any
                  liability or obligation, direct or contingent, not in the
                  ordinary course of business, that is material to the Company
                  nor Borealis taken as a whole; and neither the Company nor
                  Borealis has sustained any material loss or interference with
                  its business from fire, explosion, flood or other calamity,
                  whether or not covered by insurance, or from any labor
                  disturbance or dispute or any action, order or decree of any
                  court or arbitrator or governmental or regulatory authority.

         (u)      Except as disclosed in the Registration Statement or the
                  Prospectuses, no holders of securities of the Company have
                  rights to the registration of such securities under the
                  Registration Statement or the Prospectuses which have not been
                  satisfied or waived.

         (v)      There has not been any reportable event (within the meaning of
                  National Instrument 51-102 of the Canadian Securities
                  Administrators) or reportable disagreements with the auditors
                  or former auditors of the Company. The Company has no reason
                  to believe that its accountants, in their performance of work
                  for the Company, are in violation of the auditor independent
                  requirements of the Sarbanes Oxley Act.

         (w)      Ernst & Young LLP, who have audited certain financial
                  statements of the Company, are independent public accountants
                  (the "ACCOUNTANTS") with respect to the Company as required by
                  the Securities Act and Canadian Securities Laws. The financial
                  statements and the related notes included


                                     - 8 -


                  in the Registration Statement and the Prospectuses present
                  fairly, in all material respects, the financial condition of
                  the Company as of the dates thereof and the consolidated
                  results of its operations and cash flows at the dates and for
                  the periods covered thereby in conformity with United States
                  generally accepted accounting principles ("GAAP") applied on a
                  consistent basis throughout the periods involved (except (i)
                  as may be otherwise indicated in such financial statements or
                  the notes thereto or (ii) in the case of unaudited interim
                  financial statements, to the extent that they may not include
                  footnotes or may be condensed or summary statements). No other
                  consolidated financial statements or schedules of the Company
                  or any other entity are required by the Securities Act or the
                  Rules and Regulations to be included in the Registration
                  Statement or the Final U.S. Prospectus or by Canadian
                  Securities Laws to be included in the Final Canadian
                  Prospectus. The consolidated financial statements of the
                  Company and the related notes and schedules included in the
                  Registration Statement and the Prospectuses have been prepared
                  in conformity with the requirements of the Securities Act and
                  Canadian Securities Laws and present fairly the information
                  shown therein.

         (x)      Except as otherwise described in the Canadian Prospectus and
                  U.S. Final Prospectus, there are no, and neither the Company
                  nor Borealis has received notice of any, legal or governmental
                  actions, proceedings or investigations in existence to which
                  the Company or Borealis is a party or to which the property of
                  the Company or Borealis is subject or, to the best of the
                  knowledge of the Company, contemplated or threatened, at law
                  or in equity or before or by any federal, state, provincial,
                  municipal or other governmental department, commission, board
                  or agency, domestic or foreign, which (i) could have a
                  Material Adverse Effect on the Company or Borealis, or (ii)
                  questions the validity of the issuance, sale or delivery of
                  the Transaction Securities or the validity of any action taken
                  or to be taken by the Company pursuant to or in connection
                  with this Agreement, the Warrant Indenture or any of the
                  Material Contracts; or (iii) restricts or purports to restrict
                  or require qualifications for, the Company or Borealis
                  conducting their business or activities, except such
                  qualifications that have been satisfied. To the best of the
                  knowledge of the Company, (i) there are no current or pending
                  legal, governmental or regulatory investigations, actions,
                  suits or proceedings that are required under Canadian
                  Securities Laws to be described in the Canadian Prospectus or
                  under the Securities Act to be described in the Final U.S.
                  Prospectus that are not so described and there are no
                  conditions that would provide the basis for same; and (ii)
                  there are no contracts or other documents that are required
                  under the Securities Act to be filed as exhibits to the
                  Registration Statement that have not been so filed.

         (y)      Each of the Company and Borealis owns or leases all such
                  properties and equipment, and have such personnel in place as
                  are necessary to the conduct of its operations as presently
                  conducted, except for any such


                                     - 9 -


                  properties, equipment or personnel that the failure to own,
                  lease or retain would not reasonably be expected to have a
                  Material Adverse Effect, and except as set forth in or
                  contemplated in the Registration Statement and the
                  Prospectuses (exclusive of any supplement thereto).

         (z)      Other than as disclosed in the Registration Statement and the
                  Prospectuses, since March 31, 2005:

                  (A)      there has been no material change (actual,
                           anticipated, proposed or prospective, whether
                           financial or otherwise) in the business, affairs,
                           operations, assets, liabilities (contingent or
                           otherwise) prospects, financial position, capital or
                           control of the Company or Borealis, taken as a whole;

                  (B)      the Company and Borealis have carried on their
                           respective businesses in the ordinary course and
                           there has been no transaction entered into by the
                           Company or Borealis which is material to the Company
                           and Borealis, taken as a whole, other than those in
                           the ordinary course of business;

                  (C)      the Company and Borealis have not incurred or
                           surrendered any right of material value; and

                  (D)      there has been no material change in the capital or
                           long term debt of the Company or Borealis, taken as a
                           whole, and

         (aa)     other than as disclosed in the Registration Statement and the
                  Prospectuses:

                  (A)      the Company and Borealis are not liable for the
                           debts, liabilities or other obligations of any third
                           party whether by way of guarantee or indemnity or
                           other contingent or indirect obligation; and

                  (B)      all indebtedness of the Company and Borealis is being
                           paid in the ordinary course of business.

         (bb)     The Company has not directly or indirectly declared or paid
                  any dividend or declared or made any other distribution on any
                  of its securities of any class, or directly or indirectly,
                  redeemed, purchased or otherwise acquired any of its
                  securities, or agreed to do any of the foregoing.

         (cc)     The Company and Borealis are not a party to any agreement
                  restricting the Company or Borealis from engaging in any line
                  of business which the Company or Borealis currently engages or
                  proposes to engage in or


                                     - 10 -


                  competing with any other person in any business in which the
                  Company or Borealis currently engaged or proposes to engage
                  in.

         (dd)     Neither the Company nor Borealis is in breach or violation, or
                  in default (whether after notice lapse of time or both) of any
                  provision of (i) its charter or bylaws, (ii) the terms of any
                  indenture, contract, lease, mortgage, deed of trust, note
                  agreement, loan agreement or other agreement or instrument to
                  which it is a party or bound or to which its property is
                  subject, or (iii) any statute, law, rule, regulation,
                  judgment, order or decree of any Governmental Authority having
                  jurisdiction over the Company or Borealis or any of its
                  properties, as applicable, except, in the case of clauses (i)
                  or (iii) above, for violations or defaults as would not
                  reasonably be expected to have a Material Adverse Effect, and
                  except as set forth in or contemplated in the Registration
                  Statement and the Prospectuses (exclusive of any supplement
                  thereto). To the best of the knowledge of the Company, no
                  other party to any of such Material Contracts is in arrears in
                  respect of the performance or satisfaction of the terms and
                  conditions on its part to be performed or satisfied under any
                  of such Material Contracts, no waiver or indulgence has been
                  granted by any of the parties thereto and no party to any of
                  such Material Contracts has repudiated any provision thereof.

         (ee)     There are no transfer taxes or other similar fees or charges
                  under the laws of Canada or any political subdivision thereof,
                  U.S. federal law or the laws of any state, or any political
                  subdivision thereof, required to be paid in connection with
                  the execution and delivery of this Agreement or the issuance
                  by the Company or issue, sale or delivery by the Company of
                  the Transaction Securities.

         (ff)     Each of the Company and Borealis has duly and on a timely
                  basis filed all Tax Returns required to be filed by it, has
                  paid all Taxes due and payable by it and has paid all
                  assessments and re-assessments and all other Taxes,
                  governmental charges, penalties, interest and other fines due
                  and payable by it and which are claimed by any governmental
                  authority to be due and owing, and adequate provision has been
                  made for Taxes payable for any completed fiscal period for
                  which Tax Returns are not yet required to be filed; there are
                  no agreements, waivers or other arrangements providing for an
                  extension of time with respect to the filing of any Tax Return
                  or payment of any Tax, governmental charge or deficiency by
                  the Company or Borealis, other than the Tax Returns in respect
                  of the year ended March 31, 2005, for which the Company and
                  Borealis have received an extension to file such Tax Returns
                  by December 15, 2005; there are no actions, suits or
                  proceedings threatened or pending against the Company or
                  Borealis in respect of Taxes, governmental charges or
                  assessments and there are no matters under discussion with any
                  governmental authority relating to Taxes, governmental charges
                  or assessments asserted by any such authority.



                                     - 11 -


         (gg)     No labor problem or dispute with the employees of the Company
                  or Borealis exists or, to the knowledge of the Company, is
                  threatened or imminent, including any plans or discussions on
                  the part of any employees to commence unionization or
                  collective bargaining efforts, and the Company is not aware of
                  any existing or imminent labor disturbance by the employees of
                  any of its or Borealis' principal suppliers, contractors or
                  customers, that could reasonably be expected to have a
                  Material Adverse Effect, except as set forth in or
                  contemplated in the Registration Statement or the Prospectuses
                  (exclusive of any supplement thereto). The Company is in
                  material compliance with all laws respecting employment and
                  employment practices, terms and conditions of employment, pay
                  equity, workers injury compensation and wages, except where
                  non-compliance would not have a Material Adverse Effect on the
                  assets or properties, business, results of operations,
                  prospects or condition (financial or otherwise) of the Company
                  and Borealis, taken as a whole, and has not engaged in any
                  unfair labour practice.

         (hh)     The Company and Borealis have implemented or have plans to
                  implement upon the commencement of operations on the Property
                  all required and standard safety training and education for
                  its employees, consultants, and as the situation may require,
                  visitors on-site at the Property.

         (ii)     The Company and Borealis are insured by insurers of recognized
                  financial responsibility against such losses and risks and in
                  such amounts as, to the Company's knowledge, are usually
                  insured by persons operating similar businesses at similar
                  stage of development; neither the Company nor Borealis has
                  received any notice that its policies of insurance and
                  fidelity or surety bonds insuring the Company or Borealis or
                  their respective businesses, assets, employees, officers and
                  directors are not in full force and effect; the Company and
                  Borealis are in compliance with the terms of such policies and
                  instruments in all material respects; and the Company has not
                  received notice of any claim by the Company or Borealis under
                  any such policy or instrument as to which any insurance
                  company is denying liability or defending under a reservation
                  of rights clause; and neither the Company nor Borealis has
                  been refused any insurance coverage sought or applied for; and
                  neither the Company nor Borealis has any reason to believe
                  that: (i) it will not be able to renew its existing insurance
                  coverage as and when such coverage expires, (ii) such existing
                  insurance coverage is not adequate for the Property and the
                  operations occurring thereon, (iii) it will not be able to
                  obtain similar coverage from similar insurers as may be
                  necessary to continue its business at a cost that would not
                  have a Material Adverse Effect or (iv) it will not be able to
                  acquire the necessary supplementary insurance coverage as the
                  development of the Property advances and more comprehensive
                  insurance coverage is required, except as set forth in or
                  contemplated in the Registration Statement or Prospectuses
                  (exclusive of any supplement thereto).



                                     - 12 -


         (jj)     Borealis is not currently prohibited, directly or indirectly,
                  from paying any dividends to the Company, from making any
                  other distribution on its securities, from repaying to the
                  Company any loans or advances to it from the Company.

         (kk)     Except as set forth in or otherwise contemplated by the
                  Registration Statement or the Prospectuses, the Company and
                  Borealis possess or have obtained all licenses, certificates,
                  permits and other authorizations issued by, and have made all
                  declarations and filings with, the appropriate federal, state,
                  local or foreign governmental or regulatory authorities that
                  are necessary for the ownership or lease of their respective
                  properties or the conduct of their respective businesses
                  currently conducted by them as contemplated to be conducted
                  by, in each case as described in the Registration Statement
                  and the Prospectuses (the "PERMITS"), except where the failure
                  to possess, obtain or make the same would not, individually or
                  in the aggregate, reasonably be expected to have a Material
                  Adverse Effect; and except as disclosed in or contemplated by
                  the Registration Statement or the Prospectuses, neither the
                  Company nor Borealis have received written notice of any
                  proceeding relating to revocation or modification of any such
                  Permit or has any reason to believe that such Permit will not
                  be renewed in the ordinary course, except where the failure to
                  obtain any such renewal would not, individually or in the
                  aggregate, reasonably be expected to have a Material Adverse
                  Effect.

         (ll)     The Company and Borealis have in place all necessary access
                  and right of way rights to all roads and thoroughfares leading
                  to and from the Property, and such roads and thoroughfares are
                  fit for the purpose of delivering materials and equipment to
                  the Property and the removal all mineralized material.

         (mm)     The Company and Borealis maintain systems of internal
                  accounting controls sufficient to provide reasonable assurance
                  that (i) transactions are executed in accordance with
                  management's general or specific authorizations; (ii)
                  transactions are recorded as necessary to permit preparation
                  of financial statements in conformity with generally accepted
                  accounting principles and to maintain asset accountability;
                  (iii) access to assets is permitted only in accordance with
                  management's general or specific authorization; and (iv) the
                  recorded accountability for assets is compared with the
                  existing assets at reasonable intervals and appropriate action
                  is taken with respect to any differences. The Company has
                  established and maintains "disclosure controls and procedures"
                  (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
                  Act); the Company's "disclosure controls and procedures" are
                  reasonably designed to ensure that all information (both
                  financial and non-financial) required to be disclosed by the
                  Company in the reports to be filed or submitted under the
                  Exchange Act is recorded, processed, summarized and reported
                  within the time periods specified in the Exchange Act and that
                  all such information is accumulated and communicated to the
                  Company's management as


                                     - 13 -


                  appropriate to allow timely decisions regarding required
                  disclosure and to make the certifications of the Chief
                  Executive Officer and the Chief Financial Officer of the
                  Company required under the Exchange Act with respect to such
                  reports.

         (nn)     Except as disclosed in the Registration Statement and the
                  Prospectuses, the Company is not aware of: (i) any significant
                  deficiency or material weakness in the design or operation of
                  the Company's internal control over financial reporting which
                  is reasonably likely to adversely affect the Company's ability
                  to record, process, summarize, and report financial
                  information, or (ii) any fraud, whether or not material, that
                  involves management or other employees who have a significant
                  role in the Company's internal control over financial
                  reporting occurred during or since the Company's most recent
                  fiscal quarter that materially affected, or is reasonably
                  likely to materially affect, the Company's internal control
                  over financial reporting.

         (oo)     The Company has not taken, directly or indirectly, any action
                  designed to or that would constitute or that might reasonably
                  be expected to cause or result in, under the Exchange Act or
                  otherwise, stabilization or manipulation of the price of any
                  security of the Company, to facilitate the sale or resale of
                  the Purchased Securities or otherwise.

         (pp)     Except as set forth in or otherwise contemplated by the
                  Registration Statement or the Prospectuses, the Company and
                  Borealis have been and are in compliance with all applicable
                  federal, state, municipal and local laws, statutes,
                  ordinances, by-laws, regulations, orders, directives and
                  decisions (the "ENVIRONMENTAL LAWS") rendered by any ministry,
                  department or administrative or regulatory agency
                  ("ENVIRONMENTAL AUTHORITY") relating to the protection of
                  human health and safety, the environment or pollutants,
                  contaminants, chemicals, or industrial, toxic or hazardous
                  wastes or substances regulated under either the Comprehensive
                  Environmental Response, Compensation and Liability Act, 42
                  U.S.C. s.9601 et seq., the Resource Conservation and Recovery
                  Act, 42 U.S.C. s.6901 et seq. or the Nevada Revised Statutes
                  ("HAZARDOUS SUBSTANCES"), and no condition exists or event has
                  occurred which, with or without notice or the passage of time
                  or both, would constitute a violation of or give rise to
                  liability under any applicable Environment Laws, other than
                  any failure to comply or violation which has not and will not
                  have a Material Adverse Effect on the Company, and except as
                  set forth in or otherwise contemplated by the Registration
                  Statement or the Prospectuses, there are no environmental
                  audits, evaluations, assessments or studies relating to the
                  Company or Borealis.

         (qq)     Except as disclosed in the Prospectuses, the Company and
                  Borealis have obtained all material licenses, permits,
                  approvals, consents, certificates, registrations and other
                  authorizations (the "ENVIRONMENTAL PERMITS") required for the
                  operation, or any part thereof, of its business as currently


                                     - 14 -


                  conducted and as contemplated to be conducted in the
                  Prospectuses. Each Environmental Permit is valid, subsisting
                  and in good standing and the Company is not in default or
                  breach of any Environmental Permit and no proceeding is
                  pending or threatened to revoke, amend or limit any
                  Environmental Permits.

         (rr)     To the best of the knowledge of the Company, the Company is
                  reasonably satisfied that all previous owners, lessors or
                  operators of the Property complied with the Environmental
                  Laws, except as set forth in or contemplated in the
                  Registration Statement or Prospectuses.

         (ss)     The Company has taken reasonable steps in order to
                  authenticate and validate the accuracy of all data and
                  information in its possession that was relied upon in the
                  preparation of the Technical Report, regardless of whether
                  such data and information was generated and produced by the
                  Company or by previous owner, lessor or operator of the
                  Property.

         (tt)     To the best of the knowledge of the Company, there are no, and
                  the Company has not received notice of any, adverse land
                  claims from any native group, or similar cultural group,
                  claiming any interest in the Property or any mineralized
                  material contained therein.

         (uu)     The royalty payments required under the Borealis Lease are the
                  only such royalty payments the Company or Borealis are subject
                  to, and all royalties payable under the terms of the Borealis
                  Lease are in good standing.

         (vv)     To the best of the knowledge of the Company based on written
                  records provided to the Company, there has been no seismic
                  activity, mine cave-ins, avalanche, land or rock slides,
                  flooding or other events that have impacted the Property and
                  which had a Material Adverse Effect on the Property within the
                  past fifteen years, except as set forth in or contemplated in
                  the Registration Statement and the Prospectuses.

         (ww)     Neither the Company nor Borealis has used or permitted to be
                  used any of its assets or facilities, whether owned, leased,
                  occupied, controlled or licensed or which it owned, leased,
                  occupied, controlled or licensed at any prior time within the
                  applicable statue of limitations to generate, manufacture,
                  process, distribute, use, treat, store, dispose of, transport
                  or handle any Hazardous Substance in such a manner as to give
                  rise to a liability reasonably expected to have a Material
                  Adverse Effect except in compliance with the applicable
                  Environmental Permits and all applicable Environmental Laws.

         (xx)     Neither the Company nor Borealis has received any notice of,
                  or been prosecuted for, an offence alleging violation of or
                  non-compliance with any Environmental Law, nor has it settled
                  any allegation of violation or non-compliance short of
                  prosecution, other than any such non-compliance which did not
                  have a material adverse effect on the Company. The


                                     - 15 -


                  Company is not aware of any orders of Environmental
                  Authorities relating to environmental matters requiring any
                  work, repairs, construction or capital expenditures to be made
                  with respect to the business or any property, facilities or
                  assets (whether currently owned, leased, occupied, controlled
                  or licensed or owned, leased, occupied, controlled or licensed
                  at any time prior to the date hereof) of the Company or any of
                  the Subsidiaries.

         (yy)     Except in compliance with the Environmental Permits and all
                  Environmental Laws, neither the Company nor Borealis has
                  caused, allowed or permitted, or has any knowledge of, the
                  release of any Hazardous Substance into the environment, in
                  any manner whatsoever, or the presence of any Hazardous
                  Substance on, under, around or from any of its properties,
                  facilities or other assets (whether owned, leased, occupied,
                  controlled or licensed), or any property, facility or other
                  asset which it owned, controlled, occupied, licensed or leased
                  at any time prior to the date hereof within the applicable
                  statute of limitations, or any such release or presence on or
                  from a property, facility or other asset owned, leased,
                  occupied, managed, controlled or licensed by third parties but
                  with respect to which the Company or Borealis is or may
                  reasonably be alleged to have liability in such an amount as
                  to have a Material Adverse Effect. All Hazardous Substances
                  used in whole or in part by the Company or Borealis or
                  resulting from their respective businesses have been disposed
                  of, treated or stored in compliance with all applicable
                  Environmental Permits and all applicable Environmental Laws.

         (zz)     Neither the Company nor Borealis has received any notice from
                  any Environmental Authority that its business or the operation
                  of any of its properties, facilities or other assets is in
                  violation of any Environmental Law or any Environmental Permit
                  or that it is responsible (or potentially responsible) for the
                  clean up of any Hazardous Substances at, on or beneath any of
                  its property, facilities or other assets (whether currently
                  owned, leased, occupied, managed, controlled or licensed, or
                  owned, leased, occupied, managed, controlled or licensed at
                  any time prior to the date hereof), or at, on or beneath any
                  other land or in connection with any waste or contamination
                  migration to or from any of the Company's or any of the
                  Subsidiaries' properties, facilities or other assets.

         (aaa)    Neither the Company nor Borealis is the subject of any
                  international, foreign, federal, provincial, municipal or
                  private action, suit, litigation, arbitration proceeding,
                  governmental proceeding, investigation or claim involving a
                  demand for damages or other potential liability with respect
                  to violations of Environmental Laws or Environmental Permits.

         (bbb)    Each material employee benefit plan, within the meaning of
                  Section 3(3) of the Employee Retirement Income Security Act of
                  1974, as amended ("ERISA"), that is maintained, administered
                  or contributed to by the Company or any of its affiliates for
                  employees or former employees of the


                                     - 16 -


                  Company and Borealis has been maintained in material
                  compliance with its terms and the requirements of any
                  applicable statutes, orders, rules and regulations, including
                  but not limited to ERISA and the Internal Revenue Code of
                  1986, as amended (the "CODE"); no prohibited transaction,
                  within the meaning of Section 406 of ERISA or Section 4975 of
                  the Code, has occurred which would result in a material
                  liability to the Company with respect to any such plan
                  excluding transactions effected pursuant to a statutory or
                  administrative exemption; and for each such plan that is
                  subject to the funding rules of Section 412 of the Code or
                  Section 302 of ERISA, no "accumulated funding deficiency" as
                  defined in Section 412 of the Code has been incurred, whether
                  or not waived, and the fair market value of the assets of each
                  such plan (excluding for these purposes accrued but unpaid
                  contributions) exceeds the present value of all benefits
                  accrued under such plan determined using reasonable actuarial
                  assumptions.

         (ccc)    There is and has been no failure on the part of the Company
                  and any of the Company's directors or officers, in their
                  capacities as such, to comply with any applicable provision of
                  the Sarbanes Oxley Act of 2002 and the rules and regulations
                  promulgated in connection therewith (the "Sarbanes Oxley Act")
                  applicable to the Company on the date hereof.

         (ddd)    Neither the Company nor Borealis nor, to the knowledge of the
                  Company, any director, officer, agent, employee or affiliate
                  of the Company or Borealis has taken any action, directly or
                  indirectly, that would violate the FCPA, including, without
                  limitation, making use of the mails or any means or
                  instrumentality of interstate commerce corruptly in
                  furtherance of an offer, payment, promise to pay or
                  authorization of the payment of any money, or other property,
                  gift, promise to give, or authorization of the giving of
                  anything of value to any foreign official. (as such term is
                  defined in the FCPA) or any non-U.S. political party or
                  official thereof or any candidate for non- U.S. political
                  office, in contravention of the FCPA and the Company, Borealis
                  and, to the knowledge of the Company, its affiliates have
                  conducted their businesses in compliance with the FCPA and
                  have instituted and maintain policies and procedures designed
                  to ensure, and which are reasonably expected to continue to
                  ensure, continued compliance therewith.

         (eee)    The operations of the Company and Borealis are and have been
                  conducted at all times in compliance with applicable financial
                  record keeping and reporting requirements of the Currency and
                  Foreign Transactions Reporting Act of 1970, as amended, the
                  money laundering statutes of all jurisdictions to which the
                  Company or Borealis are subject, the rules and regulations
                  thereunder and any related or similar rules, regulations or
                  guidelines, issued, administered or enforced by any
                  governmental agency (collectively, the "MONEY LAUNDERING
                  LAWS") and no action, suit or proceeding by or before any
                  court or governmental agency, authority or body or any
                  arbitrator involving the Company or Borealis with respect to

                                     - 17 -


                  the Money Laundering Laws is pending or, to the best knowledge
                  of the Company, threatened.

         (fff)    There are no transactions, arrangements and other
                  relationships between and/or among the Company, and/or, to the
                  knowledge of the Company, any of its affiliates and any
                  unconsolidated entity, including, but not limited to, any
                  structural finance, special purpose or limited purpose entity
                  (each, an "OFF BALANCE SHEET TRANSACTION") that could
                  reasonably be expected to affect materially the Company's
                  liquidity or the availability of or requirements for its
                  capital resources, including those Off Balance Sheet
                  Transactions described in the Commission's Statement about
                  Management's Discussion and Analysis of Financial Conditions
                  and Results of Operations (Release Nos. 33-8056; 34-45321;
                  FR-61), required to be described in the Final U.S. Prospectus
                  which have not been described as required.

         (ggg)    Neither the Company nor Borealis have at anytime since the
                  Company's incorporation (i) used any corporate funds for any
                  unlawful contribution to any candidate for public office; or
                  (ii) made any payment to any federal or state government
                  officer or official or other person charged with similar
                  public duties, other than payments required or permitted by
                  the laws of the United States or any jurisdiction thereof.

         (hhh)    The Company and Borealis own, possess, license or have other
                  rights to use, on reasonable terms, all material patents,
                  patent applications, trademark and service marks, trademark
                  and service mark registrations, trade names, copyrights,
                  licenses, inventions, trade secrets, technology, know-how and
                  other intellectual property (collectively, the "Intellectual
                  Property") necessary for the conduct of the Company's business
                  and Borealis' business as now conducted or as proposed in the
                  Prospectus to be conducted, except as set forth in or
                  contemplated in the Registration Statement and the
                  Prospectuses (exclusive of any supplement thereto) and except
                  where such failure would not have a Material Adverse Effect on
                  the Company or Borealis.

         (iii)    Except as disclosed in the Registration Statement and the
                  Prospectuses, the Company: (i) does not have any material
                  lending or other relationship with any bank or lending
                  affiliate of any of the Underwriters; and (ii) does not intend
                  to use any of the proceeds from the sale of the Purchased
                  Securities hereunder to repay any outstanding debt owed to any
                  affiliate of any of the Underwriters.

         (jjj)    Neither the Company nor Borealis nor any of its or their
                  properties or assets has any immunity from the jurisdiction of
                  any court or from any legal process (whether through service
                  or notice, attachment prior to judgment, attachment in aid of
                  execution or otherwise) under the laws of Canada.



                                     - 18 -


         (kkk)    Computershare Trust Company Inc., at its principal offices in
                  Golden, Colorado and its principal transfer office in Toronto,
                  Ontario has been, or will prior to the Closing be, duly
                  appointed as the registrar and transfer agent for the Common
                  Stock.

         (lll)    The Company will apply the net proceeds from the Offering in
                  accordance with the description set forth in the Registration
                  Statement or the Prospectuses under the heading "Use of
                  Proceeds".

         (mmm)    Except as provided herein, there is no person, firm or
                  corporation acting or purporting to act for the Company
                  entitled to any brokerage or finder's fee in connection with
                  this Agreement or any of the transactions contemplated
                  hereunder, and in the event any person, firm or corporation
                  acting or purporting to act for the Company becomes entitled
                  at law to any fee from the Underwriters, the Company covenants
                  to indemnify and hold harmless the Underwriters with respect
                  thereto and with respect to all costs reasonably incurred in
                  the defence thereof.

                  Any certificate signed by any officer of the Company and
                  delivered to the Representative or counsel for the
                  Underwriters in connection with the offering and sale of the
                  Purchased Securities shall be deemed a representation and
                  warranty by the Company, as to all matters covered thereby, to
                  each Underwriter.

(ii)              Each Underwriter, severally, but not jointly or jointly and
                  severally, represents and warrants to, and agrees with, the
                  Company that:

                  (a)      Such Underwriter will not distribute the Purchased
                           Securities in jurisdictions other than the provinces
                           of Canada or the United States pursuant to the
                           Prospectuses and the Registration Statement, as
                           applicable, or such other jurisdictions as have been
                           expressly agreed to by the Company and the
                           Underwriters.

                  (b)      Such Underwriter and each of its affiliates and any
                           Selling Firm utilized by any of them shall, in each
                           case, solicit and offer the Offered Units and the
                           Additional Units for sale only in compliance with all
                           applicable securities laws, including the Canadian
                           Securities Laws and U.S. securities laws.

                  (c)      Such Underwriter and each such affiliate and/or
                           Selling Firm as aforesaid, will not, in connection
                           with the offering of the Securities, make any
                           representation or warranty with respect to the
                           Purchased Securities, except pursuant to the
                           Prospectuses.

                  (d)      Such Underwriter has good and sufficient right and
                           authority to enter into this Agreement and complete
                           the transactions to be completed by it under this
                           Agreement on the terms and conditions set forth
                           herein.



                                     - 19 -


                  (e)      Such Underwriter and each such affiliate and/or
                           Selling Firm as aforesaid is or will be duly
                           qualified, registered and in good standing under
                           applicable securities laws in those jurisdictions in
                           which it, or its affiliates and/or Selling Firm as
                           aforesaid, will act as underwriter of the Company in
                           connection with the offering of Purchased Securities
                           as to permit it to lawfully fulfill its obligations
                           under this Agreement.

                  (f)      Each Selling Firm utilized by any such Underwriter
                           that offers or sells Offered Units in the United
                           States shall be and is registered as a broker-dealer
                           with the Commission, and to the extent registration
                           is required, is registered with the appropriate
                           governmental agency in each state in which it offers
                           and sells Offered Units and is a member of the
                           National Association of Securities Dealers, Inc.

                  (g)      All offers and sales of Offered Units in the United
                           States will be made only by Selling Agents of the
                           Underwriters exclusively to Qualified Institutional
                           Buyers in accordance with the terms set forth in the
                           "Underwriting" section of the Final U.S. Prospectus.

                  (h)      Such Underwriter knows of no person who rendered any
                           services in connection with the introduction of the
                           Company to such Underwriter. No person acting by,
                           through or under the Underwriter will be entitled to
                           receive from the Underwriter or the company any
                           finder's fee or similar payments, except the Selling
                           Firms and as otherwise described in the Prospectuses.

                  (i)      Such Underwriter and each of its affiliates or
                           Selling Firm utilized by any of them shall comply
                           with the prospectus delivery and other requirements
                           under all applicable Canadian Securities Laws, the
                           Securities Act and the Rules and Regulations in
                           connection with the offer and sale of the Offered
                           Units.

                  (j)      Such Underwriter will complete the distribution of
                           the Offered Units and any Additional Units as
                           soon as is reasonably possible and upon completion
                           of such distribution, will provide a report of the
                           distribution by jurisdiction.

         The representations and warranties and covenants of the Underwriters
contained in section (ii) above shall be true and correct as of the Closing Date
with the same force and effect as if then made by the Underwriters as of that
date.

2.       PURCHASE AND SALE

         (i)      Subject to the terms and conditions and in reliance upon the
                  representations, warranties and covenants herein set forth,
                  the Company agrees to sell to each Underwriter, and each
                  Underwriter agrees, severally, but not jointly or jointly and
                  severally, to purchase from the Company, at a purchase price
                  of $o per Offered


                                     - 20 -


                  Unit, the amount of the Offered Units set forth opposite such
                  Underwriter's name in Schedule I hereto.

         (ii)     Subject to the terms and conditions and in reliance upon the
                  representations, warranties and covenants herein set forth,
                  the Company hereby grants to the Underwriters the
                  Over-Allotment Option to purchase, severally, but not jointly
                  or jointly and severally, the Additional Units at the same
                  purchase price per share as the Underwriters shall pay for the
                  Offered Units. The Over-Allotment Option may be exercised only
                  to cover over-allotments in the sale of the Offered Units by
                  the Underwriters. The Over-Allotment Option may be exercised
                  in whole or in part at any time on or before the 30th day
                  after Closing upon written notice by the Representative to the
                  Company setting forth the number of Additional Units as to
                  which the several Underwriters are exercising the
                  Over-Allotment Option and the settlement date, which
                  settlement date shall be a Business Day (i) no earlier than
                  two Business Days after such notice has been given (and, in
                  any event, no earlier than the Closing Date) and (ii) no later
                  than seven Business Days after such notice has been given. The
                  maximum number of Additional Units to be sold by the Company
                  is o. The number of Additional Units to be purchased by each
                  Underwriter shall be the same percentage of the total number
                  of the Offered Units to be purchased by the several
                  Underwriters as such Underwriter is purchasing of the Offered
                  Units, subject to such adjustments as the Underwriters shall
                  agree to make with respect to fractional securities.

3.       UNDERWRITING FEE AND UNDERWRITING OPTION

         (i)      In return for the Underwriters' services including but not
                  limited to distributing the Units in the Jurisdictions,
                  assisting the Company in the preparation of the Registration
                  Statement and Prospectuses and performing administrative work
                  in connection with the sales of the Purchased Securities, the
                  Company will pay to the Underwriters a fee (the "UNDERWRITING
                  FEE") equal to 8% of the total gross proceeds sold by the
                  Company pursuant to the Offering, including sales of the
                  Additional Units;

         (ii)     As further consideration for their services hereunder, the
                  Company will issue to or at the direction of the Underwriters
                  on the Closing Date options (the "UNDERWRITERS' OPTION")
                  substantially in a form acceptable to the Underwriters and the
                  Company, both acting reasonably, entitling the holders to
                  purchase, in the aggregate, such number of Common Shares as is
                  equal to ten percent (10%) of the number of Purchased
                  Securities sold under the Offering, exercisable at the
                  Offering Price for a period of 12 months following the Closing
                  Date. The Underwriters' Option, and the resale of the Shares
                  acquired upon exercise of the Underwriters' Option will be
                  registered under the Registration Statement and the
                  Underwriters' Option will be qualified under the Prospectuses.

4.       DELIVERY AND PAYMENT

         (i)      Delivery of and payment for the Purchased Securities and the
                  Additional Securities (if the Over-Allotment Option shall have
                  been exercised on or before


                                     - 21 -


                  the third Business Day prior to the Closing Date) shall be
                  made at 8:00 a.m., Toronto time, on o, 2005, or at such time
                  on such later date not more than three Business Days after the
                  foregoing date as the Representative shall designate, which
                  date and time may be postponed by agreement among the
                  Representative and the Company or as provided in Section 10
                  hereof (such date and time of delivery and payment for the
                  Purchased Securities being herein called the "Closing Date"
                  and the "Closing Time", respectively). Delivery of the
                  Purchased Securities shall be made to the Representative for
                  the respective accounts of the several Underwriters against
                  payment by the Underwriters through the Representative of the
                  respective aggregate purchase prices of the Purchased
                  Securities being sold by the Company, net of the Underwriting
                  Fee and net of amounts payable to the Underwriters' legal
                  counsel (the "Legal Fees") and out-of-pocket expenses of the
                  Underwriters incurred in connection with the offering and sale
                  of the Purchased Securities (the "Out-of-Pocket Expenses")
                  (which expenses shall be borne by the Company), to or upon the
                  order of the Company by wire transfer payable in immediately
                  available funds to the accounts specified by the Company.
                  Certificates for the Offered Units and the Additional Units,
                  if any, shall be delivered in accordance with the registration
                  instructions provided by the Representative at least 48 hours
                  prior to Closing Time.

         (ii)     The purchase and sale of the Offered Units shall be completed
                  at the offices of Lang Michener LLP, in the City of Toronto at
                  the Closing Time;

         (iii)    The delivery of the Purchased Securities and Additional
                  Securities (to the extent the Over-Allotment Option shall have
                  been exercised) shall be made to the Underwriters at the
                  Closing Time in the form of one definitive certificate
                  representing the aggregate Common Stock, comprising the
                  Purchased Units and one certificate representing the aggregate
                  number of Warrants to be issued hereunder registered in the
                  name of CDS & Co. (or as it may direct) against payment to the
                  Company of the purchase price therefor, provided that the
                  Representative may direct the Company 48 hours prior to the
                  Closing Time to issue certificates representing the common
                  stock and Warrants purchased by the U.S. Purchasers in the
                  name(s) of their designees against the purchase price therefor
                  and the number of shares of Common Stock and Warrants
                  represented by such certificates shall be deducted from the
                  number of shares of Common Stock and Warrants represented by
                  the certificate registered in the name of CDS & Co.;

         (iv)     If the Over-Allotment Option is exercised after the third
                  Business Day prior to the Closing Date, the Company will
                  deliver the Additional Units (at the expense of the Company)
                  to the Representative, at o, on the date specified by the
                  Representative and the Company (which shall be within three
                  Business Days after exercise of said option) for the
                  respective accounts of the several Underwriters, against
                  payment by the several Underwriters through the Representative
                  of the purchase price thereof, net of the Underwriting Fee and
                  net of the Legal Fees and Out-of-Pocket Expenses incurred in
                  connection with the exercise of the Over-Allotment Option, to
                  or upon the order of the Company by wire transfer payable in
                  immediately available funds to the account(s) specified by the
                  Company. If settlement for the Additional Units occurs after
                  the Closing Date, the Company


                                     - 22 -


                  will deliver to the Representative on the settlement date for
                  the Additional Units, and the obligation of the Underwriters
                  to purchase the Additional Units shall be conditioned upon
                  receipt of, supplemental opinions, certificates and letters
                  confirming as of such date the opinions, certificates and
                  letters delivered on the Closing Date pursuant to Section 7
                  hereof, including

                  (a)      At the Over-Allotment Option Closing Time, the
                           Company shall deliver a certificate in form
                           satisfactory to the Underwriters certifying that the
                           representations and warranties contained in this
                           Agreement are true and correct on and as of the
                           Over-Allotment Option Closing Time with the same
                           force and effect as if such representations and
                           warranties had been made on and as of such date and
                           all covenants of the Company contained herein to be
                           fulfilled, satisfied or complied with at or prior to
                           the Over-Allotment Option Closing Time have been
                           fulfilled, satisfied or complied with; and

                  (b)      On the Over-Allotment Option Closing Date, the
                           Company shall deliver to Desjardins on behalf of the
                           Underwriters one or more definitive certificates
                           registered in the name of CDS & Co. (or as it may
                           direct) representing the Common Stock and Warrants in
                           respect of which the Over-Allotment Option has been
                           exercised, provided that the Representative may
                           direct the Company 48 hours prior to the Closing Time
                           to issue certificates representing the Common Stock
                           and Warrants purchased by the U.S. Purchasers, if
                           any, in the name(s) of their designees and the number
                           of shares of Common Stock and Warrants represented by
                           such certificates shall be deducted from the number
                           of shares of Common Stock and Warrants represented by
                           the certificate registered in the name of CDS & Co.

         (v)      In the event the Company shall subdivide, consolidate or
                  otherwise change its Common Stock or Warrants prior to the
                  Over-Allotment Option Closing Time, the number of Additional
                  Units into which the Over-Allotment Option is exercisable
                  shall be similarly subdivided, consolidated or changed such
                  that the Underwriters would be entitled to receive the
                  equivalent of the number and type of securities that they
                  would have otherwise been entitled to receive had they
                  exercised the Over-Allotment Option prior to such subdivision,
                  consolidation or change. The subscription price per Unit shall
                  be adjusted accordingly and notice shall be given to the
                  Representative, on behalf of the Underwriters, of such
                  adjustment. In the event that the Representative, on behalf of
                  the Underwriters, shall disagree with the foregoing
                  adjustment, such adjustment shall be determined conclusively
                  by the Company's auditors at the Company's expense.

         (vi)     The closing of the purchase and sale of the Additional Units
                  shall be completed at the offices of Lang Michener LLP, in the
                  City of Toronto at the Over-Allotment Option Closing Time.



                                     - 23 -


5.       OFFERING BY UNDERWRITERS

         It is understood that the several Underwriters propose to offer the
Offered Units for sale to the public as set forth in the Prospectuses and in
compliance with applicable Canadian Securities Laws and U.S. Securities Laws.
All offers and sales of Offered Units in the United States will be made only by
Selling Agents of the Underwriters exclusively to Qualified Institutional Buyers
in accordance with the terms set forth in the "Underwriting" section of the U.S.
Final Prospectus.

6.       AGREEMENTS

         (i)      The Company agrees with the several Underwriters that:

                  (a)      Prior to the filing of the Registration Statement,
                           the Canadian Prospectus and any Supplementary
                           Materials (as defined below in section 6(1)(e)), the
                           Company shall allow the Underwriters to participate
                           fully in the preparation of the Registration
                           Statement, the Canadian Prospectus and such
                           Supplementary Materials, respectively, and shall
                           allow the Underwriters to conduct all due diligence
                           investigations which the Underwriters may reasonably
                           require in order to fulfill their obligations as
                           underwriters and in order to enable the Underwriters
                           to responsibly execute the certificate required to be
                           executed by the Underwriters in the Canadian
                           Prospectus and any Supplementary Materials. During
                           the period commencing on the date hereof and ending
                           on the completion of the Distribution of the
                           Transaction Securities hereunder, the Company shall
                           also co-operate in all respects with the Underwriters
                           to allow and assist the Underwriters to participate
                           in the preparation of any Supplementary Materials and
                           shall allow the Underwriters to conduct all due
                           diligence investigations which, in the opinion of the
                           Underwriters, are required to be undertaken,
                           including so as to enable the Underwriters to
                           responsibly execute any certificate related to such
                           Supplementary Materials.

                  (b)      The Company shall deliver to the Underwriters and
                           their counsel contemporaneously, as nearly as
                           practicable, with the execution and delivery of this
                           Agreement: (i) a copy of the Canadian Preliminary
                           Prospectus in each of the French and the English
                           language signed and certified as required by the
                           Canadian Securities Laws in each of the Canadian
                           Qualifying Jurisdictions; (ii) a copy of all such
                           documents and certificates that were filed with the
                           Canadian Preliminary Prospectus under Canadian
                           Securities Laws; (iii) an opinion of its auditors,
                           Ernst & Young LLP, addressed to the Underwriters and
                           their counsel, in form and substance satisfactory to
                           the Underwriters and their counsel, to the effect
                           that the French language version of the consolidated
                           financial statements of the Company forming part of
                           the Canadian Preliminary Prospectus, including the
                           related notes thereto and the related auditors.
                           reports thereon is a complete and proper translation
                           of the English language version thereof and such
                           French language version is not susceptible to any
                           materially different interpretation with respect to
                           any material matter


                                     - 24 -


                           contained therein; (iv) an opinion of Ernst & Young
                           LLP, addressed to the Underwriters and their counsel,
                           in form and substance satisfactory to the
                           Underwriters and their counsel to the effect that the
                           French language version of (1) the Management's
                           Discussion and Analysis set out in the Canadian
                           Preliminary Prospectus, and (2) the Summary Financial
                           Data set out in the Canadian Preliminary Prospectus
                           (all of the foregoing collectively with the
                           consolidated financial statements, the related notes
                           thereto and the related auditors. report thereon
                           known as the "Financial Information") is a complete
                           and proper translation of the English language
                           version thereof and such French language version is
                           not susceptible to any materially different
                           interpretation with respect to any material matter
                           contained therein; (v) an opinion of Desjardins
                           Ducharmes LLP addressed to the Underwriters and their
                           counsel in form and substance satisfactory to the
                           Underwriters and their counsel, to the effect that,
                           except for the Financial Information, the French
                           language version of each of the Canadian Preliminary
                           Prospectus is a complete and proper translation of
                           the English language version thereof and such French
                           language version is not susceptible to any materially
                           different interpretation with respect to any material
                           matter contained therein; and (vi) a letter from the
                           TSX advising the Company that approval of the
                           conditional listing of the Common Stock has been
                           granted by the TSX, subject to the satisfaction of
                           certain conditions set out therein.

                  (c)      The Company shall deliver to the Underwriters and
                           their counsel contemporaneously, as nearly as
                           practicable, with the filing of the Canadian Final
                           Prospectus with the British Columbia Securities
                           Commission: (i) a copy of the Canadian Final
                           Prospectus in each of the French and the English
                           language signed and certified as required by the
                           Canadian Securities Laws in each of the Canadian
                           Qualifying Jurisdictions; (ii) a copy of all such
                           documents and certificates that were filed with the
                           Canadian Final Prospectus under Canadian Securities
                           Laws; (iii) an opinion of its auditors, Ernst & Young
                           LLP, addressed to the Underwriters and their counsel,
                           in form and substance satisfactory to the
                           Underwriters and their counsel, to the effect that
                           the French language version of the consolidated
                           financial statements of the Company forming part of
                           the Canadian Final Prospectus, including the related
                           notes thereto and the related auditors


                                     - 25 -


                           reports thereon is a complete and proper translation
                           of the English language version thereof and such
                           French language version is not susceptible to any
                           materially different interpretation with respect to
                           any material matter contained therein; (iv) an
                           opinion of Ernst & Young LLP, addressed to the
                           Underwriters and their counsel, in form and substance
                           satisfactory to the Underwriters and their counsel to
                           the effect that the French language version of (1)
                           the Management's Discussion and Analysis set out in
                           the Canadian Final Prospectus, and (2) the Summary
                           Financial Data set out in the Canadian Final
                           Prospectus (all of the foregoing collectively with
                           the consolidated financial statements, the related
                           notes thereto and the related auditors report thereon
                           known as the "Financial Information") is a complete
                           and proper translation of the English language
                           version thereof and such French language version is
                           not susceptible to any materially different
                           interpretation with respect to any material matter
                           contained therein; and (v) an opinion of Desjardins
                           Ducharmes LLP addressed to the Underwriters and their
                           counsel in form and substance satisfactory to the
                           Underwriters and their counsel, to the effect that,
                           except for the Financial Information, the French
                           language version of each of the Canadian Final
                           Prospectus is a complete and proper translation of
                           the English language version thereof and such French
                           language version is not susceptible to any materially
                           different interpretation with respect to any material
                           matter contained therein. The deliveries set forth in
                           (i) shall also constitute the Company's consent to
                           the Underwriters' use of the Canadian Final
                           Prospectus for the Distribution of the Transaction
                           Securities in the Canadian Qualifying Jurisdictions
                           in compliance with the provisions of this Agreement.

                  (d)      The Company will use its best efforts to cause the
                           Registration Statement, if not effective at the
                           Execution Time, and any amendment thereof, to become
                           effective as soon as possible thereafter.

                  (e)      The Company will notify the Underwriters and their
                           counsel promptly, and confirm the notice in writing,
                           when any amendment to the Registration Statement has
                           been filed with the Commission or has become
                           effective, and when the Canadian Final Prospectus, or
                           any amended Canadian Prospectus, U.S. Prospectus or
                           any supplement thereto (collectively, "Supplementary
                           Material") shall have been filed, in which case the
                           Company shall deliver to the Underwriters all signed
                           and certified copies of such Supplementary Material
                           in the English and French languages along with all
                           documents similar to those referred to in Section
                           6(i)(b) (i), (ii), (iii) and (iv) and Section 6(i)(c)
                           (i), (ii), (iii) and (iv) and such other documents as
                           the Underwriters may reasonably request. Prior to the
                           termination of the offering of the Transaction
                           Securities and the Distribution, the Company will not
                           file any amendment of the Registration Statement or
                           supplement to the U.S. Prospectus or any Rule 462(b)
                           Registration Statement or the U.S. Prospectus or any
                           amendment to the Canadian Prospectus unless a copy
                           thereof shall first have been submitted to the
                           Underwriters and their counsel within a reasonable
                           period of time prior to the filing thereof and the
                           Underwriters shall not have reasonably objected
                           thereto in good faith. The Company shall in good
                           faith discuss with the Underwriters and their counsel
                           any fact or change in circumstances (actual,
                           anticipated, contemplated, proposed or threatened,
                           financial or otherwise) which is of such a nature
                           that there is reasonable doubt whether written notice
                           need be given under this Section. Subject to the
                           foregoing sentence, if the Registration Statement has
                           become or becomes effective pursuant to Rule 430A, or
                           filing of the Final U.S. Prospectus is otherwise
                           required under Rule 424(b), the Company will


                                     - 26 -


                           cause the Final U.S. Prospectus, properly completed,
                           and any supplement thereto to be filed in a form
                           approved by the Representative with the Commission
                           pursuant to the applicable paragraph of Rule 424(b)
                           within the time period prescribed and will provide
                           evidence reasonably satisfactory to the
                           Representative of such timely filing. The Company
                           will promptly advise the Representative in writing:
                           (1) when the Registration Statement, if not effective
                           at the Execution Time, shall have become effective,
                           (2) when the Final U.S. Prospectus, and any
                           supplement thereto, shall have been filed (if
                           required) with the Commission pursuant to Rule 424(b)
                           (or Rule 430A(a)(3), if applicable) or when any Rule
                           462(b) Registration Statement shall have been filed
                           with the Commission, (3) when, prior to termination
                           of the offering of the Transaction Securities and the
                           Distribution, any amendment to the Registration
                           Statement or the Canadian Preliminary Prospectus, the
                           Canadian Final Prospectus or any Supplementary
                           Material shall have been filed or become effective,
                           (4) of any request by the Commission or its staff for
                           any amendment of the Registration Statement, or any
                           Rule 462(b) Registration Statement, or for any
                           supplement to the U.S. Prospectus or for any
                           additional information, or any request by any
                           Canadian Securities Commission that the Company make
                           any amendment to the Canadian Preliminary Prospectus,
                           the Canadian Final Prospectus, any Supplementary
                           Material or that the Company provide any additional
                           information in respect of the offering of the
                           Transaction Securities, (5) of the issuance by the
                           Commission or any Canadian Securities Commission of
                           any stop order suspending the effectiveness of the
                           Registration Statement or the Canadian Final
                           Prospectus or any Supplementary Material or the
                           initiation or threatening of any proceeding for that
                           purpose or the receipt by the Company of any
                           communication from any Canadian Securities
                           Commission, the TSX or any other Governmental
                           Authority relating to the Canadian Preliminary
                           Prospectus, the Canadian Final Prospectus or any
                           Supplementary Material or the Distribution of the
                           Transaction Securities, and (6) of the receipt by the
                           Company of any notification with respect to the
                           suspension of the qualification of the Transaction
                           Securities for sale in any jurisdiction or the
                           institution or threatening of any proceeding for such
                           purpose. The Company will use its best efforts to
                           prevent the issuance of any such stop order or the
                           suspension of any such qualification and, if issued,
                           to obtain as soon as possible the withdrawal thereof.

                  (f)      If, at any time when a prospectus relating to the
                           Transaction Securities is required to be delivered
                           under the Securities Act or Canadian Securities Laws,
                           any event occurs as a result of which the Final U.S.
                           Prospectus or the Final Canadian Prospectus as then
                           amended or supplemented would include any untrue
                           statement of a material fact or omit to state any
                           material fact necessary to make the statements
                           therein in the light of the circumstances under which
                           they were made not misleading, or if it shall be
                           necessary to amend the Registration Statement or
                           amend or supplement the Final U.S. Prospectus or the
                           Final Canadian Prospectus to comply with


                                     - 27 -


                           the applicable requirements of the Securities Act and
                           Canadian Securities Laws, the Company promptly will:
                           (1) notify the Representative in writing of any such
                           event, (2) prepare and file with the Commission and
                           the Canadian Securities Commissions, subject to the
                           second sentence of paragraph (i)(d) of this Section
                           6, an amendment or supplement which will correct such
                           statement or omission or effect such compliance, and
                           (3) supply any amended or supplemented Prospectuses
                           to the Underwriters in such quantities and at such
                           places as the Underwriters may reasonably request.

                  (g)      Once the Company becomes a reporting issuer (as
                           defined under applicable securities laws), it will
                           use reasonable commercial efforts to maintain such
                           reporting issuer status at all times, and not be in
                           default in any material respect of the applicable
                           requirements of the Canadian Securities Laws and the
                           federal securities laws of the United States during
                           the Distribution Period.

                  (h)      The Company will use reasonable commercial efforts to
                           maintain the Registration Statement continuously
                           effective under the 1933 Act at all times during the
                           Distribution Period.

                  (i)      The Company will use reasonable commercial efforts to
                           maintain the listing of the Common Stock on the TSX
                           upon the listing of the Common Shares on the TSX
                           during the Distribution Period.

                  (j)      Commencing on the date hereof and until the later of:
                           (1) the completion of the Distribution, or (2) the
                           time at which the Securities Act and Canadian
                           Securities Laws no longer require a prospectus
                           relating to the Transaction Securities to be
                           delivered, the Company shall promptly notify the
                           Underwriters in writing of:

                           (A)      any change (actual, anticipated,
                                    contemplated, proposed or threatened,
                                    financial or otherwise) in the business,
                                    affairs, operations, assets, properties,
                                    prospects, liabilities (contingent or
                                    otherwise), capital, earnings of financial
                                    condition of the Company or Borealis;

                           (B)      a change in any material fact or matter
                                    covered by a statement contained in the
                                    Prospectuses or any Prospectus Amendment
                                    which change is, or may be, of such a nature
                                    as to render any statement in the
                                    Prospectuses or any Supplementary Material
                                    misleading or untrue or which would result
                                    in a misrepresentation in the Prospectuses
                                    or any Supplementary Material;

                           (C)      the discovery of any new material fact that
                                    would have been required to be disclosed in
                                    the Prospectuses or any Supplementary
                                    Material had it been discovered prior to the
                                    date thereof; or



                                     - 28 -


                           (D)      any change in Canadian Securities Laws or
                                    the Securities Act;

                           which is, or may be, of such a nature as to render
                           the Prospectus or any Supplementary Material
                           misleading or untrue in whole or in part or would
                           result in a misrepresentation (as such term is
                           defined under Canadian Securities Laws) therein or
                           would result in the Registration Statement, the
                           Prospectuses or any Supplementary Material not
                           complying with any Canadian Securities Laws or the
                           Securities Act, or which change, misstatement or new
                           material fact would reasonably be expected to have a
                           significant effect on the market price or value of
                           the Securities, or any other reason it is necessary,
                           in the reasonable judgment of counsel to the Company,
                           at any time to amend or supplement the Prospectuses
                           in order to comply with Canadian Securities Laws or
                           the Securities Act.

                  (k)      During the period commencing on the date hereof and
                           ending on the completion of the Distribution of the
                           Transaction Securities hereunder, the Company will
                           promptly inform the Underwriters of the full
                           particulars of:

                           (A)      any request of the Commission or any
                                    Canadian Securities Commission for any
                                    amendment to the Registration Statement, the
                                    Preliminary U.S. Prospectus, the Final U.S.
                                    Prospectus, the Canadian Preliminary
                                    Prospectus, the Canadian Final Prospectus,
                                    or any Supplementary Material, or for any
                                    additional information in connection with
                                    the offering and sale of the Transaction
                                    Securities;

                           (B)      the issuance by the Commission, any Canadian
                                    Securities Commission, the TSX or any other
                                    Governmental Authority of any order to cease
                                    or suspend trading of any securities of the
                                    Company or of the institution or threat of
                                    institution of any proceedings for that
                                    purpose; and

                           (C)      any notice or other correspondence received
                                    by any of them from any Governmental
                                    Authority requesting information, meeting or
                                    hearing or commencing or threatening any
                                    investigation into any of them or their
                                    business that would have a material adverse
                                    effect on the condition of the Company or
                                    the completion of the offering and sale of
                                    the Transaction Securities.

                  (l)      Until the date on which the Distribution of the
                           Transaction Securities is completed, the Company will
                           promptly (and in any event within any applicable time
                           limitation) comply with all legal requirements under
                           the Securities Act, Canadian Securities Laws, and the
                           rules and by-laws governing the TSX required as a
                           result of any event described in Section 6(i)(j) or
                           (k) in order to continue to qualify the Distribution
                           of the Transaction Securities in each of the Canadian
                           Qualifying Jurisdictions and the offering of the
                           Transaction Securities in the United States pursuant
                           to this Agreement, including the prospectus amendment
                           provisions of the


                                     - 29 -


                           Canadian Securities Laws, and will prepare and file
                           to the satisfaction of the Underwriters any
                           Supplementary Material which, in the opinion of the
                           Underwriters, may be necessary or advisable. In
                           addition to the provisions of Section 6(i)(j) or (k)
                           above, the Company will, in good faith, discuss with
                           the Underwriters any change, event or fact
                           contemplated in Section 6(i)(j) or (k) which is of
                           such a nature that there may be reasonable doubt as
                           to whether notice should be given to the Underwriters
                           under Section 6(i)(j) or (k) and will consult with
                           the Underwriters with respect to the form and content
                           of any Supplementary Material proposed to be filed by
                           the Company, it being understood and agreed that no
                           such Supplementary Material will be filed with the
                           Commission or any Canadian Securities Commission
                           prior to the review and approval by the Underwriters
                           and their counsel. The Company shall also cooperate
                           in all respects with the Underwriters to allow and
                           assist the Underwriters to participate in the
                           preparation of any Supplementary Material and to
                           conduct all due diligence investigations which the
                           Underwriters deem appropriate in order to fulfill
                           their obligations as underwriters and to enable the
                           Underwriters to responsibly execute any certificate
                           related to such Supplementary Material required to be
                           executed by them. The Company will deliver to the
                           Underwriters, without charge, such number of copies
                           of such Supplementary Material as the Underwriters
                           may reasonably request.

                  (m)      As soon as practicable, the Company will make
                           generally available to its security holders and to
                           the Representative an earnings statement or
                           statements of the Company and its Subsidiaries which
                           will satisfy the provisions of Section 11(a) of the
                           Securities Act and Rule 158 under the Securities Act.

                  (n)      The Company will promptly furnish to the
                           Representative and counsel for the Underwriters
                           signed copies of the Registration Statement
                           (including exhibits thereto) and to each other
                           Underwriter a copy of the Registration Statement
                           (without exhibits thereto) and, so long as delivery
                           of a prospectus by an Underwriter or dealer may be
                           required by the Securities Act, as many copies of the
                           Preliminary U.S. Prospectus and the Final U.S.
                           Prospectus and any supplement thereto as the
                           Representative may reasonably request. The Company
                           shall cause commercial copies of the Preliminary U.S.
                           Prospectus and the Final U.S. Prospectus, and of the
                           Preliminary Canadian Prospectus and the Final
                           Canadian Prospectus in the English and French
                           languages, to be delivered to the Underwriters,
                           without charge, in such numbers and in such places as
                           the Underwriters may reasonably request by oral or
                           written instructions to the printer of the
                           Prospectuses. The Company will use its reasonable
                           best efforts to effect such delivery as soon as
                           possible and not later than 12:00 p.m., Toronto time,
                           on the first Business Day immediately following the
                           date of receipt of the MRRS decision documents with
                           respect to each of the Preliminary Canadian
                           Prospectus and the Final Canadian Prospectus. The
                           Company will use its reasonable best efforts to
                           effect the delivery of commercial


                                     - 30 -


                           copies of any Supplementary Material required to be
                           delivered, on request to the Underwriters or to any
                           purchaser of Transaction Securities. The commercial
                           copies of the Prospectuses and any Supplementary
                           Material shall be identical in content to the
                           electronically transmitted versions thereof filed
                           with Canadian Securities Commissions pursuant to the
                           System for Electronic Document Analysis and Retrieval
                           (SEDAR) established pursuant to National Instrument
                           13-101 of the Canadian Securities Commissions in the
                           case of the Final Canadian Prospectus and applicable
                           Supplementary Material and the electronically
                           transmitted version filed on the Commission's EDGAR
                           system for the Final U.S. Prospectus and applicable
                           Supplementary Material.

                  (o)      The Company will arrange for the qualification of the
                           Transaction Securities for offer and sale under the
                           laws of such jurisdictions as the Representative may
                           designate (including, without limitation, the state
                           securities or Blue Sky laws of the States), and will
                           maintain such qualifications in effect so long as
                           required for the Distribution of the Transaction
                           Securities; provided that in no event shall the
                           Company be obligated to qualify to do business in any
                           jurisdiction where it is not now so qualified or to
                           take any action that would subject it to service of
                           process in suits, other than those arising out of the
                           offering or sale of the Transaction Securities or
                           taxation, in any jurisdiction where it is not now so
                           subject.

                  (p)      For a period of 120 days after the date of this
                           Agreement, the Company will not, without the prior
                           written consent of the Representative, agree to
                           issue, issue, offer, sell, contract to sell, re-sell,
                           pledge, or otherwise dispose of (or enter into any
                           transaction which is designed to, or might reasonably
                           be expected to, result in the disposition (whether by
                           actual disposition or effective economic disposition
                           due to cash settlement or otherwise) by the Company
                           or any affiliate of the Company or any person in
                           privity with the Company or any affiliate of the
                           Company), directly or indirectly, including the
                           filing (or participation in the filing) of a
                           registration statement with the Commission in respect
                           of, or establish or increase a put equivalent
                           position or liquidate or decrease a call equivalent
                           position within the meaning of Section 16 of the
                           Exchange Act or similar transaction, any shares of
                           Common Stock or other shares in the capital of the
                           Company or any securities convertible into, or
                           exercisable, or exchangeable for, shares of Common
                           Stock or other shares in the capital of the Company;
                           or publicly announce an intention to effect any such
                           transaction, provided, however, that the Company may
                           (i) issue and sell shares of Common Stock pursuant to
                           any employee stock option plan (and may issue options
                           thereunder), share ownership plan or dividend
                           reinvestment plan of the Company in effect at the
                           Execution Time; (ii) and the Company may issue shares
                           of Common Stock upon the conversion of securities or
                           the exercise of warrants outstanding at the Execution
                           Time and disclosed in the Prospectus; and (iii)
                           Shares of Common Stock held in


                                     - 31 -


                           escrow as of the Execution Time may be released from
                           such escrow in accordance with their escrow terms.

                  (q)      Except where such non-compliance would not have a
                           Material Adverse Effect, the Company will comply with
                           all applicable securities and other applicable laws,
                           rules and regulations, including, without limitation,
                           the Sarbanes Oxley Act and the FCPA and equivalent
                           legislation under the laws of Canada or any province
                           thereof, and use its best efforts, including the
                           adoption of a code of ethics or other policy, to
                           require the Company's directors and officers, in
                           their capacities as such, to comply with such laws,
                           rules and regulations, including, without limitation,
                           the provisions of the Sarbanes Oxley Act, and the
                           FCPA equivalent legislation under the laws of Canada
                           or any province thereof.

                  (r)      The Company will not take, directly or indirectly,
                           any action designed to or that would constitute or
                           that might reasonably be expected to cause or result
                           in stabilization or manipulation of the price of any
                           security of the Company to facilitate the sale or
                           resale of the Transaction Securities.

                  (s)      The Company will not issue any press release or
                           public announcement, where such press release or
                           public announcement relates to the transactions
                           contemplated herein or any financial, regulatory or
                           material business matters, between the date hereof
                           and the Closing Date without first consulting with
                           the Representative.

                  (t)      At the time of execution of this Agreement, the
                           Underwriters shall have received from Ernst & Young
                           LLP a letter or letters, in form and substance
                           satisfactory to the Underwriters, addressed to the
                           Underwriters and dated the date hereof (i) confirming
                           that they are independent public accountants within
                           the meaning of the Securities Act and are in
                           compliance with the applicable requirements relating
                           to the qualification of accountants under Rule 2-01
                           of Regulation S-X of the Commission and the Public
                           Company Accountant Oversight Board (ii) stating, as
                           of the date hereof (or, with respect to matters
                           involving changes or developments since the
                           respective dates as of which specified financial
                           information is given in the Final U.S. Prospectus, as
                           of a date not more than five days prior to the date
                           hereof), the conclusions and findings of such firm
                           with respect to the financial information and other
                           matters ordinarily covered by accountants' "comfort
                           letters" to Underwriters in connection with
                           registered public offerings;

                  (u)      The Company will use reasonable efforts to cause
                           shareholders holding no less than 95% of the
                           Company's issued and outstanding Common Stock to
                           furnish to the Underwriters, prior to the date
                           hereof, a letter or letters, in the form attached
                           hereto as Exhibit A and as described in the
                           Prospectuses under the heading "Lock-Up Agreements".



                                     - 32 -


                  (v)      During the period until the later of three years from
                           the Closing Date and the end of the Distribution
                           Period, the Company will furnish to the
                           Representative, as soon as they are available, copies
                           of all reports or other communications (financial or
                           other) furnished to holders of Common Stock or
                           Warrants, other than any such reports or
                           communications filed with the Commission pursuant to
                           the Commission's EDGAR system or with the Canadian
                           Securities Commissions under SEDAR.

                  (w)      Prior to filing with the Commission any reports
                           pursuant to Rule 463 of the Rules and Regulations, to
                           furnish a copy thereof to the counsel for the
                           Underwriters and receive and consider its comments
                           thereon, and to deliver promptly to the Underwriters
                           a signed copy of each report filed by it with the
                           Commission.

                  (x)      During the Distribution Period, the Company shall
                           promptly, and in any event within any applicable
                           statutory time limitation, comply, to the reasonable
                           satisfaction of the Underwriters, with all applicable
                           filings and other requirements under the Canadian
                           Securities Laws and the Securities Act as a result of
                           any material fact or change referred to in Section
                           6(j) above.

                  (y)      The Company will use the net proceeds from the sale
                           of the Purchased Securities in the manner described
                           in the Registration Statement and the Prospectuses.

7.       CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS

         The obligations of the Underwriters on the Closing Date to purchase the
Offered Units and the Additional Units, as the case may be, shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time, the Closing Date and any settlement
date pursuant to Section 4 hereof, to the accuracy of the statements of the
Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of their respective obligations hereunder and to the
following additional conditions:

         (i)      The Company shall have obtained a final MRRS decision document
                  issued by the British Columbia Securities Commission, in its
                  capacity as principal regulator under MRRS.

         (ii)     The Final U.S. Prospectus shall have been timely filed with
                  the Commission, and the Canadian Final Prospectus shall have
                  been timely filed with the Canadian Securities Commissions,
                  all in accordance with Section 6; no stop order suspending the
                  effectiveness of the Registration Statement or Canadian Final
                  Prospectus or any part thereof or the qualification or
                  registration of the Transaction Securities, or any of them
                  shall have been issued and no proceeding for that purpose
                  shall have initiated or threatened by the Commission, Canadian
                  Securities Commissions or TSX; and any request of the
                  Commission, Canadian Securities Commissions or TSX for
                  inclusion of additional information in the


                                     - 33 -


                  Registration Statement or the Final U.S. Prospectus or Final
                  Canadian Prospectus or otherwise shall have been complied with
                  to the reasonable satisfaction of the Underwriters.

         (iii)    If the Registration Statement has not become effective prior
                  to the Execution Time, unless the Representative and the
                  Company, both acting reasonably, agree in writing to a later
                  time, the Registration Statement will become effective not
                  later than 9:30 a.m. on the Business Day following the day on
                  which the public offering price was determined, if such
                  determination occurred after 3:00 p.m. Toronto time on such
                  date; if filing of the U.S. Prospectus, or any supplement
                  thereto, is required pursuant to Rule 424(b), the U.S.
                  Prospectus, and any such supplement, will be filed in the
                  manner and within the time period required by Rule 424(b).

         (iv)     Lang Michener LLP shall have furnished to the Underwriters a
                  legal opinion dated the Closing Date, in form and substance
                  satisfactory to counsel to the Underwriters, acting
                  reasonably, as to the laws of Canada and the Qualifying
                  Provinces, which counsel in turn may rely upon the opinions of
                  local counsel where they deem such reliance proper as to the
                  laws other than those of Canada and of Ontario and British
                  Columbia and as to matters of fact, on certificates of the
                  auditors of the Company, public officials and officers of the
                  Company and correspondence between public officials and stock
                  exchange officials with respect to matters set forth in
                  Exhibit B hereto;

         (v)      Dorsey & Whitney LLP shall have furnished to the Underwriters
                  their written opinion, as counsel to the Company, addressed to
                  the Underwriters and dated such Closing Date, in form and
                  substance reasonably satisfactory to the Underwriters, as to
                  United States federal securities laws, which counsel in turn
                  may rely upon opinions of local counsel where they deem such
                  reliance proper, substantially covering such matters as are
                  listed in Exhibit C hereto;

         (vi)     Parr Waddoups Brown Gee & Loveless shall have furnished to the
                  Underwriters their written opinion, as counsel to the Company,
                  addressed to the Underwriters and dated such Closing Date, in
                  form and substance reasonably satisfactory to the
                  Underwriters, substantially covering such matters as are
                  listed in Exhibit D hereto, together with an updated title
                  report in respect of the Borealis Property;

         (vii)    Snell & Wilmer LLP shall have furnished to the Underwriters
                  their written opinion, as counsel to the Company, addressed to
                  the Underwriters and dated such Closing Date, in form and
                  substance reasonably satisfactory to the Underwriters,
                  substantially covering such matters as are listed in Exhibit E
                  hereto;

         (viii)   The Underwriters shall have received at the Closing Time a
                  legal opinion dated the Closing Date, addressed to the
                  Underwriters from counsel to the Underwriters, Goodmans, with
                  respect to certain Canadian legal matters in Section 7(iv),
                  provided that counsel to the Underwriters shall be entitled to
                  rely on the opinions of local counsel as to matters governed
                  by the laws of jurisdictions other than the laws of British
                  Columbia and Ontario and as to matters of fact, on
                  certificates of the auditors of the Company, public officials
                  and officers of


                                     - 34 -


                  the Company, and provided further that counsel to the
                  Underwriters shall be entitled to rely upon the opinion of
                  counsel to the Company;

         (ix)     At the Execution Time, the Underwriters shall have received
                  from Ernst & Young LLP a letter or letters, in form and
                  substance satisfactory to the Underwriters, addressed to the
                  Underwriters and dated the date hereof (i) confirming that
                  they are independent public accountants within the meaning of
                  the Securities Act and are in compliance with the applicable
                  requirements relating to the qualification of accountants
                  under Rule 2-01 of Regulation S-X of the Commission and (ii)
                  stating, as of the date hereof (or, with respect to matters
                  involving changes or developments since the respective dates
                  as of which specified financial information is given in the
                  Final U.S. Prospectus, as of a date not more than five days
                  prior to the date hereof), the conclusions and findings of
                  such firm with respect to the financial information and other
                  matters ordinarily covered by accountants' "comfort letters"
                  to underwriters in connection with registered public
                  offerings.

         (x)      With respect to the letter or letters of Ernst & Young LLP
                  referred to in the preceding paragraph and delivered to the
                  Underwriters at the Execution Time (the "INITIAL LETTERS"),
                  the Company shall have furnished to the Underwriters a letter
                  (the "BRING-DOWN LETTER") of such accountants, addressed to
                  the Underwriters and dated the Closing Date (i) confirming
                  that they are independent public accountants within the
                  meaning of the Securities Act and are in compliance with the
                  applicable requirements relating to the qualification of
                  accountants under Rule 2-01 of Regulation S-X of the
                  Commission and the Public Company Accountant Oversight Board,
                  (ii) stating, as of the date of the bring-down letter (or,
                  with respect to matters involving changes or developments
                  since the respective dates as of which specified financial
                  information is given in the Final U.S. Prospectus, as of a
                  date not more than five days prior to the date of the
                  bring-down letter), the conclusions and findings of such firm
                  with respect to the financial information and other matters
                  covered by the initial letters and (iii) confirming in all
                  material respects the conclusions and findings set forth in
                  the initial letters;

         (xi)     The Underwriters shall have received at the Closing Time
                  certificates dated the Closing Date, addressed to the
                  Underwriters and counsel to the Underwriters and signed by or
                  on behalf of the Company and Borealis with respect to the
                  articles of incorporation and by-laws of the Company and
                  Borealis, all resolutions of the directors of the Company
                  relating to this Agreement, the Warrant Indenture and the
                  Underwriters' Option, the incumbency and specimen signatures
                  of signing officers of the Company and with respect to such
                  other matters as the Underwriters may reasonably request;

         (xii)    The Underwriters shall have received at the Closing Time a
                  certificate or certificates dated the Closing Date, addressed
                  to the Underwriters and counsel to the Underwriters signed by
                  the Chief Executive Officer and by the Chief Financial Officer
                  of the Company, certifying, after having made due enquiry and

                                     - 35 -


                  after having carefully examined the Prospectuses and any
                  Prospectus Amendments, that:

                  (a)      since the respective dates as of which information is
                           given in the Prospectuses as amended by any
                           Prospectus Amendment (A) there has been no material
                           adverse change (actual, anticipated, contemplated,
                           proposed or threatened, whether financial or
                           otherwise) in the business, financial condition,
                           affairs, operations, assets, liabilities or
                           obligations (contingent or otherwise) or capital of
                           the Company and (B) no transaction has been entered
                           into by the Company which is material to the Company,
                           other than as disclosed in the Prospectuses or the
                           Prospectus Amendments, as the case may be;

                  (b)      in their opinion (A) as of the Effective Date, the
                           Registration Statement and Prospectuses did not
                           include any untrue statement of a material fact and
                           did not omit to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein not misleading, and (B) since the Effective
                           Date no event has occurred which should have been set
                           forth in a supplement or amendment to the
                           Registration Statement or the Prospectuses which has
                           not been so set forth;

                  (c)      the Company has complied with and satisfied the
                           covenants, terms and conditions of this Agreement on
                           its part to be complied with and satisfied up to the
                           Closing Time; and

                  (d)      the representations and warranties of the Company
                           contained in this Agreement are true and correct as
                           of the Closing Date with the same force and effect as
                           if made at and as of the Closing Time after giving
                           effect to the transactions contemplated by this
                           Agreement;

                  (e)      no stop order suspending the effectiveness of the
                           Registration Statement has been issued and no
                           proceedings for that purpose have been instituted or,
                           to the Company's knowledge, threatened;

                  (f)      no order, ruling or determination having the effect
                           of suspending the sale or ceasing the trading of the
                           Securities or any other securities of the Company has
                           been issued or made by any Governmental Authority and
                           is continuing in effect and no proceedings for that
                           purpose have been instituted or are pending or, to
                           the knowledge of the Company threatened by any
                           Governmental Authority;

                  (g)      since March 31, 2005, there has been no material
                           adverse change in the condition (financial or
                           otherwise), prospects, earnings, business or
                           properties of the Company and its Subsidiaries, taken
                           as a whole, whether or not arising from transactions
                           in the ordinary course of business, except as set
                           forth in or contemplated in the Prospectus (exclusive
                           of any supplement thereto); and



                                     - 36 -


                  (h)      such other matters as the Underwriters may reasonably
                           request.

         (xiii)   Neither the Company nor Borealis shall have sustained since
                  the date of the latest audited financial statements included
                  in the Prospectuses (A) any loss or interference with its
                  business from fire, explosion, flood or other calamity,
                  whether or not covered by insurance, or from any labor dispute
                  or court or governmental action, order or decree, otherwise
                  than as set forth or contemplated in the Prospectuses or (B)
                  since such date, there shall not have been any change in the
                  capital stock or long-term debt of the Company or Borealis or
                  any change, or any development involving a prospective change,
                  in or affecting the general affairs, management, financial
                  position, stockholders' equity or results of operations of the
                  Company and Borealis, otherwise than as set forth or
                  contemplated in the Prospectuses, the effect of which, in any
                  such case described in clause (A) or (B), is, in the judgment
                  of the Underwriters, so material and adverse as to make it
                  impracticable or inadvisable to proceed with the public
                  offering or the delivery of the Offered Units and Additional
                  Units being delivered on such Closing Date on the terms and in
                  the manner contemplated in the Prospectuses;

         (xiv)    Subsequent to the execution and delivery of this Agreement
                  there shall not have occurred any of the following: (i)
                  trading in securities generally on the TSX, the New York Stock
                  Exchange or the American Stock Exchange or in the
                  over-the-counter market shall have been suspended or
                  materially limited or the settlement of such trading generally
                  shall have been materially disrupted or minimum prices shall
                  have been established on any such exchange or such market by
                  the Commission, by such exchange or by any other regulatory
                  body or governmental authority having jurisdiction, (ii) a
                  banking moratorium shall have been declared by Federal or
                  state authorities, (iii) the United States or Canada shall
                  have become engaged in hostilities (other than those existing
                  prior to the execution and delivery of this Agreement), there
                  shall have been an escalation in hostilities (including
                  hostilities existing prior to the execution and delivery of
                  this Agreement) involving the United States or Canada or there
                  shall have been a declaration of a national emergency or war
                  by the United States or Canada or (iv) there shall have
                  occurred such a material adverse change in general economic,
                  political or financial conditions (or the effect of
                  international conditions on the financial markets in the
                  United States or Canada shall be such), including, without
                  limitation, as a result of terrorist activities after the date
                  hereof, or any other calamity or crisis as to make it, in the
                  judgment of the Underwriters, impracticable or inadvisable to
                  proceed with the public offering or delivery of the Offered
                  Units and Additional Units being delivered on such Closing
                  Date on the terms and in the manner contemplated in the
                  Prospectus;

         (xv)     The Underwriter, shall not have discovered and disclosed to
                  the Company on or prior to such Closing Date that the
                  Registration Statement or the Final U.S. Prospectus or any
                  amendment or supplement thereto contains an untrue statement
                  of a fact which, in the reasonable opinion of Goodmans,
                  counsel for the Underwriters, is material or omits to state a
                  fact which, in the reasonable opinion


                                     - 37 -


                  of such counsel, is material and is required to be stated
                  therein or is necessary to make the statements therein not
                  misleading;

         (xvi)    The Underwriters shall have received such other certificates,
                  statutory declarations, opinions, agreements or materials in
                  form and substance satisfactory to the Underwriters as the
                  Underwriters may reasonably request.

         (xvii)   Subsequent to the Execution Time or, if earlier, the dates as
                  of which information is given in the Registration Statement
                  (exclusive of any amendment thereof), the U.S. Prospectus
                  (exclusive of any supplement thereto) and the Canadian
                  Prospectus, any change in or affecting the condition
                  (financial or otherwise), prospects, earnings, business or
                  properties of the Company and Borealis, whether or not arising
                  from transactions in the ordinary course of business, except
                  as set forth in or contemplated in the U.S. Prospectus
                  (exclusive of any supplement thereto) and the Canadian
                  Prospectus, and the Underwriters shall not have become aware
                  of any undisclosed material adverse information relating to
                  the Company and its Subsidiaries, or other adverse material
                  development, the effect of which, is, in the sole judgment of
                  the Underwriters, so material and adverse as to make it
                  impractical or inadvisable to proceed with the offering or
                  delivery of the Purchased Securities as contemplated by the
                  Registration Statement (exclusive of any amendment thereof),
                  and the Prospectus (exclusive of any supplement thereto.

         (xviii)  Prior to the Closing Date, the Company shall have furnished to
                  the Representative such further information, certificates and
                  documents as the Representative may reasonably request.

         (xix)    The Common Stock comprising the Transaction Securities shall
                  be listed and posted for trading on the TSX at the opening of
                  trading on the Closing Date.

         (xx)     The Underwriters shall have received on the Closing Date such
                  other certificates, statutory declarations, agreements or
                  materials that are customary in public offerings, in form and
                  substance reasonably satisfactory to the Underwriters and
                  their counsel, as the Underwriters and their counsel may
                  reasonably request.

         If any of the conditions specified in this Section 7 shall not have
been fulfilled when and as provided in this Agreement, or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
reasonably satisfactory in form and substance to the Underwriters and counsel
for the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be cancelled at, or at any time prior to, the Closing Date by the
Representative. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

         The documents required to be delivered by this Section 7 shall be
delivered at the office of Lang Michener LLP, BCE Place, Suite 2500, 181 Bay
Street, Toronto, Ontario M5J 2T7, counsel for the Company, on the Closing Date.



                                     - 38 -


8.       REIMBURSEMENT OF UNDERWRITERS' EXPENSES

         Whether or not the transactions contemplated by this Agreement shall be
completed, all expenses of the Company and of the Underwriters of or incidental
to the transactions contemplated by this Agreement and the proposed issue of
Transaction Securities contemplated herein including the issue, sale and
delivery of the Purchased Securities and all expenses of or incidental to all
other matters in connection with the transactions set out in this Agreement
shall be the responsibility of and shall be borne directly by the Company,
including, without limitation: (i) the preparation, printing or reproduction and
filing with the Commission of the Registration Statement (including financial
statements and exhibits thereto), the Preliminary U.S. Prospectus, the Final
U.S. Prospectus, and each amendment or supplement to any of them; (ii) the
preparation, printing or reproduction and filing with the Canadian Securities
Commission of the Preliminary Canadian Prospectus and the Final Canadian
Prospectus, including any materials or certificates filed therewith, and each
amendment or supplement to any of them; (iii) the printing (or reproduction) and
delivery (including postage, air freight charges and charges for counting and
packaging) of such copies of the Registration Statement, each Preliminary U.S.
Prospectus, the Final U.S. Prospectus, the Preliminary Canadian Prospectus, the
Final Canadian Prospectus and all amendments or supplements to any of them, as
may, in each case, be reasonably requested for use in connection with the
offering and sale of the Purchased Securities and the issue of the other
Transaction Securities; (iv) the preparation, printing, authentication, issuance
and delivery of certificates for the Transaction Securities, including any stamp
or transfer taxes in connection with the original issuance and sale of the
Transaction Securities; (v) the printing (or reproduction) and delivery of this
Agreement, any blue sky memorandum and all other agreements or documents printed
(or reproduced) and delivered in connection with the offering and sale of the
Transaction Securities; (vi) the registration of the Securities under the
Exchange Act and the listing of the Transaction Securities on the TSX; (vii) any
registration or qualification of the Securities for offer and sale under the
securities or blue sky laws of the several states (including filing fees and the
reasonable fees and expenses of counsel for the Underwriters relating to such
registration and qualification); (viii) any filings required to be made with the
National Association of Securities Dealers, Inc. (including filing fees and the
reasonable fees and expenses of counsel for the Underwriters relating to such
filings); (ix) the transportation and other expenses incurred by or on behalf of
Company representatives in connection with presentations to prospective
purchasers of the Purchased Securities; (x) the fees and expenses of the
Company's accountants and the fees and expenses of counsel (including local and
special counsel) for the Company; (xi) the fees of legal counsel to the
Underwriters (plus taxes and disbursements); (xii) the reasonable fees and
expenses relating to the marketing of the Securities (including, without
limitation, "road shows", marketing meetings, marketing documentation and
investor meetings); (xiii) all reasonable out-of-pocket expenses of the
Underwriters (including Underwriters' travel expenses in connection with due
diligence, marketing meetings and "road shows"); and (xiv) all other costs and
expenses incident to the performance by the Company of their obligations
hereunder, including any advertising, printing, courier, telecommunications,
data searches, travel, entertainment, any other expenses and the fees and
disbursements of experts retained by us; and (xv) all related Goods & Services
Tax ("GST") and applicable provincial taxes. Such reimbursements will be payable
upon a request for payment thereof by us whether or not the proposed transaction
or any other transaction contemplated by this Agreement is contemplated. All or
part of the amounts payable under this Agreement may be subject to GST or
applicable provincial tax.



                                     - 39 -


9.       INDEMNIFICATION AND CONTRIBUTION

         (i)      The Company agrees to indemnify and hold harmless each of the
                  Underwriters and each of their respective subsidiaries and
                  each of their respective directors, officers, employees,
                  partners, agents and each of their respective directors,
                  officers, employees, agents, each other person, if any,
                  controlling each Underwriter or any of their respective
                  subsidiaries, and each shareholder of each Underwriter, from
                  and against any and all losses (other than loss of profits),
                  expenses, claims (including shareholder actions, derivative or
                  otherwise), actions, damages and liabilities, joint or
                  several, including the aggregate amount paid in reasonable
                  settlement of any actions, suits, proceedings, investigations
                  or claims and the reasonable fees and expenses of their
                  counsel that may be incurred in advising with respect to
                  and/or defending any action, suit, proceeding, investigation
                  or claim that may be made or threatened against any
                  indemnified party under this section 9(i) or in enforcing this
                  indemnity to which any indemnified party may become subject or
                  otherwise involved, in any capacity insofar as the Claims
                  relate to, are caused by, result from, arise out of or are
                  based upon, directly or indirectly:

                  (a)      any information or statement (except any information
                           or statement relating solely to the Underwriters or
                           provided by the Underwriters) contained in the
                           Registration Statement or any registration statement
                           subsequent prepared and filed with the Commission in
                           connection with the offer, sale or resale of any of
                           the Transaction Securities, Preliminary Canadian
                           Prospectus, the Preliminary U.S. Prospectus, the
                           Prospectuses or any Prospectus Amendment or in any
                           certificate or other document or material filed or
                           delivered by or on behalf of the Company contains or
                           is alleged to contain a misrepresentation;

                  (b)      any omission or alleged omission to state in the
                           Registration Statement or any registration statement
                           subsequent prepared and filed with the Commission in
                           connection with the offer, sale or resale of any of
                           the Transaction Securities, the Preliminary Canadian
                           Prospectus, Preliminary US Prospectus, the
                           Prospectuses or any Prospectus Amendment or any
                           certificate or other document or material filed or
                           delivered by or on behalf of the Company, any fact
                           (except facts relating solely to the Underwriters),
                           required to be stated in such document or necessary
                           to make any statement in such document not misleading
                           in light of the circumstances under which it was
                           made;

                  (c)      any order made or enquiry, investigation or
                           proceeding commenced or threatened by any securities
                           regulatory authority or any other competent authority
                           based upon any untrue statement or omission or
                           alleged untrue statement or alleged omission or any
                           misrepresentation or alleged misrepresentation
                           (except a statement, alleged omission or alleged
                           misrepresentation or alleged statement, omission or
                           misrepresentation relating solely to the
                           Underwriters) in the Registration Statement or any
                           registration statement subsequent prepared and filed
                           with the Commission


                                     - 40 -


                  in connection with the offer, sale or resale of any of the
                  Transaction Securities, the Preliminary Canadian Prospectus,
                  Preliminary US Prospectus, the Prospectuses or any Prospectus
                  Amendment or in any other document or material filed or
                  delivered by or on behalf of the Company preventing or
                  restricting the trading in or the sale or Distribution of the
                  Offered Units in any of the Jurisdictions;

                  (d)      the breach by the Company of any representation or
                           warranty set forth herein or in any certificate or
                           other document to be delivered pursuant to this
                           Agreement or the failure of the Company to comply
                           with any of their obligations hereunder or
                           thereunder; or

                  (e)      the non-compliance or alleged non-compliance by the
                           Company with any of the Canadian Securities Laws or
                           the Securities Act in connection with the
                           transactions contemplated herein.

         (ii)     Each Underwriter severally and not jointly, nor jointly and
                  severally, agrees to indemnify and hold harmless the Company
                  against any losses, claims, damages or liabilities to which
                  the Company may become subject, under the Securities Act or
                  otherwise (including in settlement of any litigation, if such
                  settlement is effected with the written consent of such
                  Underwriter), insofar as such losses, claims, damages or
                  liabilities (or actions in respect thereof) arise out of or
                  are based upon an untrue statement or alleged untrue statement
                  of a material fact contained in the Registration Statement,
                  any Preliminary Canadian Prospectus, the Preliminary U.S.
                  Prospectus, the Prospectuses, or any amendment or supplement
                  thereto (including any term sheet within the meaning of Rule
                  434 of the Rules and Regulations), or arise out of or are
                  based upon the omission or alleged omission to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, in each case to
                  the extent, but only to the extent, that such untrue statement
                  or alleged untrue statement or omission or alleged omission
                  was made in the Preliminary Canadian Prospectus, the
                  Preliminary U.S. Prospectus, the Prospectuses, or any such
                  amendment or supplement, in reliance upon and in conformity
                  with written information furnished to the Company by, or on
                  behalf of such Underwriter through the Representative,
                  specifically for inclusion therein, and will reimburse the
                  Company for any reasonable legal or other reasonable expenses
                  reasonably incurred by the Company in connection with
                  investigating or defending against any such loss, claim,
                  damage, liability or action.

         (iii)    If any claim contemplated by Section 9(i) or Section 9(ii)
                  (collectively, "CLAIMS") is asserted against any indemnified
                  party in respect of which indemnification is or might
                  reasonably be considered to be provided under such sections,
                  the indemnified party will notify the indemnifying party as
                  soon as possible of the nature of such Claim, but the omission
                  to so notify as soon as possible the indemnifying party will
                  not relieve the indemnifying party from any liability which it
                  may have to any indemnified party under this Section 9, except
                  to the extent that such omission or delay prejudices their
                  ability to contest such Claim or results in any material
                  increase in the indemnification liability which the


                                     - 41 -


                  indemnifying party has with respect to such Claim, and the
                  indemnifying party shall be entitled (but not required) to
                  participate in or assume the defence of any suit or the
                  conduct of any proceeding brought to enforce such Claim;
                  provided, however, that the defence shall be conducted through
                  legal counsel acceptable to the indemnified party, acting
                  reasonably, and provided that no admission of liability in
                  respect of any such Claim may be made by or on behalf of an
                  indemnified party or an indemnifying party without the prior
                  written consent of all parties hereto.

         (iv)     With respect to any indemnified party under section 9(i) who
                  is not a party to this Agreement, it is the intention of the
                  Company to constitute the Underwriters as trustees for such
                  indemnified party of the rights and benefits of this Section
                  and the Underwriters agree to accept such trust and to hold
                  the rights and benefits of this Section in trust for and on
                  behalf of such indemnified party.

         (v)      In any such Claim referred to in this Section 9, the
                  indemnified party shall have the right to retain other counsel
                  to act on his, her or its behalf and participate in the
                  defence of such Claim, but the fees and expenses of such
                  counsel shall be at the expense of the indemnified party
                  unless: (i) the indemnifying party does not assume the defence
                  of the Claim within a reasonable period of time of being
                  notified of such Claim; (ii) the indemnifying party and the
                  indemnified party shall have mutually agreed to the retention
                  of the other counsel and the manner in which the costs of such
                  counsel are to be shared; or (iii) the named parties to any
                  such Claim (including any added, third or impleaded party)
                  include both the indemnified party on the one hand and the
                  indemnifying party on the other hand, and in the written
                  opinion of counsel to the indemnified party, acting
                  reasonably, the representation of both parties by the same
                  counsel would be inappropriate due to the actual or potential
                  conflicting interests between them or additional defences are
                  available to an indemnified party, in each of which cases the
                  indemnifying party shall not have the right to assume the
                  defence of such suit on behalf of the indemnified party but
                  shall be liable to pay the reasonable fees and expenses of
                  counsel for the indemnified party. In no event shall an
                  indemnifying party be required to pay the reasonable fees and
                  expenses of more than one counsel in any one jurisdiction for
                  all of the Indemnified Parties in respect of any particular
                  Claim or related set of Claims.

         (vi)     Neither the indemnifying party nor any indemnified party will,
                  without each of the other's prior written consent, settle,
                  compromise, consent to the entry of any judgment in or
                  otherwise seek to terminate any action, suit, proceeding,
                  investigation or claim in respect of which indemnification may
                  be sought hereunder (whether or not any indemnified party is a
                  party thereto) unless such settlement, compromise, consent or
                  termination includes a release of each indemnified party from
                  any liabilities arising out of such action, suit, proceeding,
                  investigation or claim.

         (vii)    The rights of indemnity contained in this Section 9 shall not
                  apply to the extent that a court of competent jurisdiction in
                  a final judgment that has become non-appealable shall
                  determine that such losses, expenses, claims, actions, damages
                  or


                                     - 42 -


                  liabilities to which the indemnified party may be subject were
                  caused by the negligence or wilful misconduct of the
                  indemnified party.

         (viii)   In the event that the indemnity provided in subsections (i) or
                  (ii) of this Section 9 is unavailable to or insufficient to
                  hold harmless an indemnified party for any reason, the
                  Company, and the Underwriters, severally and not jointly,
                  agree to contribute to the aggregate loses, claims, damages
                  and liabilities (including legal or other expenses reasonably
                  incurred in connection with investigating or defending same)
                  (collectively, "LOSSES") to which the Company and one or more
                  of the Underwriters may be subject in such proportion as is
                  appropriate to reflect the relative benefits received by the
                  Company and by the Underwriters from the offering of the
                  Purchased Securities; provided, however, that in no case shall
                  any Underwriter (except as may be provided in any agreement
                  among underwriters relating to the offering of such
                  Securities) be responsible for any amount in excess of the
                  Underwriting Fee applicable to the Purchased Securities
                  purchased by such Underwriter hereunder. If the allocation
                  provided by the immediately preceding sentence is unavailable
                  for any reason, the Company and the Underwriters, severally
                  and not jointly, shall contribute in such proportion as is
                  appropriate to reflect not only such relative benefits but
                  also the relative fault of the Company and of the Underwriters
                  in connection with the statements or omissions which resulted
                  in such Losses as well as any other relevant equitable
                  considerations. Benefits received by the Company shall be
                  deemed to be equal to the total net proceeds from the offering
                  and sale of the Securities (before deducting expenses)
                  received by them, and benefits received by the Underwriters
                  shall be deemed to be equal to the Underwriting Fee. Relative
                  fault shall be determined by reference to, among other things,
                  whether any untrue or any alleged untrue statement of a
                  material fact or the omission or alleged omission to state a
                  material fact relates to information provided by the Company
                  or the Underwriters, the intent of the parties and their
                  relative knowledge, access to information and opportunity to
                  correct or prevent such untrue statement or omission. The
                  Company and the Underwriters agree that it would not be just
                  and equitable if contribution were determined by pro rata
                  allocation or any other method of allocation which does not
                  take account of the equitable considerations referred to
                  above. Notwithstanding the provisions of this paragraph
                  (viii), no person guilty of fraudulent misrepresentation
                  within the meaning of Section 11(f) of the Securities Act
                  shall be entitled to contribution from any person who was not
                  guilty of such fraudulent misrepresentation. For purposes of
                  this Section 9, each person who controls an Underwriter within
                  the meaning of either the Securities Act or the Exchange Act
                  and each director, officer, employee and agent of an
                  Underwriter shall have the same rights to contribution as such
                  Underwriter, and each person who controls the Company within
                  the meaning of either the Securities Act or the Exchange Act,
                  each officer of the Company who shall have signed the
                  Registration Statement and Prospectuses and each director of
                  the Company shall have the same rights to contribution as the
                  Company, subject in each case to the applicable terms and
                  conditions of this paragraph (viii).



                                     - 43 -


         (ix)     The rights to contribution provided in this Section shall be
                  in addition to and not in derogation of any other right to
                  contribution which the Company and the Underwriters may have
                  by statute or otherwise at law.

10.      DEFAULT BY AN UNDERWRITER

         (i)      If any one or more Underwriters shall fail to purchase and pay
                  for any of the Offered Units or Additional Units agreed to be
                  purchased by such Underwriter or Underwriters hereunder and
                  such failure to purchase shall constitute a default in the
                  performance of its or their obligations under this Agreement,
                  the remaining Underwriters shall have the right to purchase
                  all, but shall not be under any obligation to purchase any, of
                  the Purchased Securities, and if such nondefaulting
                  Underwriters do not purchase all of the Purchased Securities,
                  this Agreement will terminate without liability to any
                  nondefaulting Underwriter or the Company.

         (ii)     In the event of a default by any Underwriter as set forth in
                  this Section 10, the Closing Date shall be postponed for such
                  period, not exceeding five Business Days, as the
                  Representative shall determine in order that the required
                  changes in the Registration Statement and the Prospectuses or
                  in any other documents or arrangements may be effected.
                  Nothing contained in this Agreement shall relieve any
                  defaulting Underwriter of its liability, if any, to the
                  Company, and any nondefaulting Underwriter for damages
                  occasioned by its default hereunder.

11.      TERMINATION

         (i)      Each Underwriter is entitled to terminate its obligation to
                  purchase the Purchased Securities by written notice to that
                  effect given to the Company at or prior to the Closing Time
                  if:

                  (a)      any inquiry, action, suit, investigation or other
                           proceeding (whether formal or informal) is
                           instituted, announced or threatened or any order is
                           made by any Governmental Authority (other than an
                           inquiry, action, suit, investigation or proceeding or
                           order based solely upon the activities of the
                           Underwriters), or there is any change of any Laws, or
                           interpretation or administration thereof, which, in
                           the opinion of any of the Underwriters, operates to
                           prevent or restrict the distribution of the
                           Securities in the United States or in any of the
                           Canadian Qualifying Jurisdictions or would prevent or
                           restrict trading in the Securities of the Company or
                           would reasonably be expected to have a significant
                           adverse effect on the market price or value of the
                           Securities;

                  (b)      any order to cease or suspend trading in any
                           securities of the Company, or prohibiting or
                           restricting the distribution of the Offered Units and
                           Additional Units is made, announced or threatened, or
                           proceedings are commenced, announced or threatened
                           for the making of any such order, by any securities
                           commission or similar regulatory authority, or by any
                           other competent authority, and has not been
                           rescinded, revoked or withdrawn;



                                     - 44 -


                  (c)      there occurs any material change, any other change,
                           event or fact contemplated by Section 6(i)(j) which,
                           in the reasonable opinion of that Underwriter, could
                           be expected to result in the purchasers of a material
                           number of Purchased Securities exercising their right
                           under securities Laws to withdraw from or rescind
                           their purchase thereof or sue for damages in respect
                           thereof or which could reasonably be expected to have
                           a significant adverse effect on the market price or
                           value of the Purchased Securities or any of them;

                  (d)      the state of the financial markets is such that in
                           the reasonable opinion of that Underwriter, the
                           Purchased Securities cannot be profitably marketed;

                  (e)      there should develop, occur or come into effect or
                           existence any event, action, state, condition or
                           occurrence of national or international consequence,
                           acts of hostilities or escalation thereof or other
                           calamity or crisis or any change or development
                           involving a prospective change in national or
                           international political, financial or economic
                           conditions or any action, law, regulation, inquiry or
                           other occurrence of any nature which, in the opinion
                           of such Underwriter, materially adversely affects or
                           may materially adversely affect the Canadian and U.S.
                           financial markets generally or the business,
                           operations or affairs of the Company and Borealis,
                           taken as a whole, or the market price or value of the
                           Purchased Securities;

                  (f)      there is announced any change or proposed change in
                           the income tax laws of the United States or Canada or
                           the interpretation or administration thereof and such
                           change would, in the reasonable opinion of an
                           Underwriter, acting in good faith and after
                           consultation with the Company, be expected to have a
                           significant adverse effect on the marketability of
                           the Purchased Securities; or

                  (g)      the Underwriters are advised that the TSX will not
                           approve the listing of the Common Stock.

         (ii)     In addition to the foregoing, this Agreement shall be subject
                  to termination in the absolute discretion of the
                  Representative, by notice given to the Company prior to the
                  Closing Date, if at any time prior to such time: (i) (x)
                  trading in the shares of Common Stock shall have been
                  suspended by the Commission, any of the Canadian Securities
                  Commissions or the TSX, or (y) the TSX shall have been
                  suspended or limited or minimum prices shall have been
                  established on the TSX, (ii) a banking moratorium shall have
                  been declared either by Federal, or Nevada State or Canadian
                  authorities, or (iii) there shall have occurred any outbreak
                  or escalation of hostilities, declaration by the United States
                  or Canada of a national emergency or war, or other calamity or
                  crisis the effect of which on financial markets is such as to
                  make it, in the sole judgment of the Representative,
                  impractical or inadvisable to proceed with the offering or
                  delivery of the Securities as contemplated by the Registration
                  Statement and the Prospectuses (exclusive of any supplement
                  thereto).



                                     - 45 -


         (iii)    If this Agreement is properly terminated by any of the
                  Underwriters pursuant to Section 11 of this Agreement, there
                  will be no further liability hereunder on the part of that
                  Underwriter or of the Company to that Underwriter, except in
                  respect of any liability that may have arisen or may later
                  arise under Section 9 and Section 10 of this Agreement. The
                  right of the Underwriters or any of them to terminate their
                  respective obligations under this Agreement or to terminate
                  this Agreement is in addition to all other rights and remedies
                  as they may have in respect of any default, act or failure to
                  act of any of the Company in respect of any of the matters
                  contemplated by this Agreement. A notice of termination given
                  by one Underwriter under this Section 11(i) will not be
                  binding upon the other Underwriters.

12.      REPRESENTATIONS AND INDEMNITIES TO SURVIVE

         The respective agreements, representations, warranties, indemnities and
other statements of the Company or its officers, and of the several Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter,
or the Company or any of the officers, directors, employees, agents or
controlling persons referred to in Section 9 hereof, and will survive delivery
of and payment for the Securities for a period of five years from the Closing
Date. The provisions of Sections 8 and 9 hereof shall survive the termination or
cancellation of this Agreement.

13.      NOTICES

         Unless otherwise expressly provided in this Agreement, any notice or
other communication to be given under this Agreement (a "NOTICE") shall be in
writing addressed as follows:

         If to the Company addressed and sent to:

                           Gryphon Gold Corporation
                           Suite 810
                           1130 West Pender Street
                           Vancouver, B.C., V6E 4A4

                           Attention:       Chief Financial Officer
                           Facsimile:       (604) 608-3262

                  with a copy to:

                           Lang Michener LLP
                           BCE Place
                           Suite 2500, 181 Bay Street
                           Toronto, Ontario M5J 2T7

                           Attention:       Philippe Tardif
                           Facsimile:       (416) 365-1719



                                     - 46 -


                           Dorsey & Whitney LLP
                           1420 Fifth Avenue, Suite 3400
                           Seattle, Washington 98101

                           Attention:       Kenneth Sam
                           Facsimile:       (206) 903-8820

                  to the Underwriters at:

                           Desjardins Securities Inc.
                           145 King Street West
                           Toronto, Ontario
                           M5H 1J8

                           Attention:       Stephen Altmann
                           Facsimile:

                           Goodmans
                           355 Burrard Street, Suite 1900
                           Vancouver, British Columbia, Canada
                           V6C 2G8

                           Attention:       Paul Goldman
                           Facsimile:       (604) 682-7131

         or to such other address as any of the persons may designate by Notice
given to the others.

         Each Notice shall be personally delivered or sent by commercial courier
to the addressee or sent by fax to the addressee and (i) a Notice which is
couriered or personally delivered shall, if delivered on a Business Day, be
deemed to be given and received on that day and, in any other case, be deemed to
be given and received on the first Business Day following the day on which it is
delivered; and (ii) a Notice which is sent by fax shall be deemed to be given
and received on the first Business Day following the day on which it is sent.

14.      SUCCESSORS

         This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers, directors,
employees, agents and controlling persons referred to in Section 9 hereof, and
no other person will have any right or obligation hereunder.

15.      APPLICABLE LAW

         This Agreement will be governed by and construed in accordance with the
laws of British Columbia and the laws of Canada applicable therein.

16.      ATTORNMENT

         Each of the Company and each Underwriter hereby agrees:



                                     - 47 -


         (i)      that any action or proceeding relating to this Agreement may
                  (but need not) be brought in any court of competent
                  jurisdiction in the Province of British Columbia, and for that
                  purpose now irrevocably and unconditionally attorns and
                  submits to the jurisdiction of such British Columbia court;

         (ii)     that it irrevocably waives any right to, and will not, oppose
                  any such British Columbia action or proceeding on any
                  jurisdictional basis, including forum non convenience; and

it will not oppose the enforcement against it in any other jurisdiction of any
judgment or order duly obtained from a British Columbia court as contemplated
hereunder.

17.      PRESS RELEASES AND ADVERTISEMENTS

         From and after the date hereof, the Company shall provide the
Representative with a copy of all press releases and advertisements to be issued
by the Company concerning the Offering prior to the issuance thereof, and shall
give the Representative a reasonable opportunity to provide comments on any such
press release or advertisement.

18.      AUTHORITY OF THE REPRESENTATIVE

         The Representative is hereby authorized by the other Underwriters to
act on their behalf and the Company shall be entitled to and shall act on any
Notice given hereunder or agreement entered into by or on behalf of the
Underwriters by the Representative, who represents and warrants that it has
irrevocable authority to bind the Underwriters, except in respect of any consent
to an admission of liability) which consent shall be given by each of the
Underwriters, a notice of termination pursuant to Section 11(i) which notice may
be given by any of the Underwriters. To the extent practicable, the
Representative agrees to use commercially reasonable efforts to consult with the
other Underwriters concerning any material matters which may arise hereunder
before it binds the Underwriters with respect to any such matters.

19.      COUNTERPARTS AND FACSIMILE SIGNATURES

         This Agreement may be signed in one or more counterparts, each of which
shall constitute an original and all of which together shall constitute one and
the same agreement. The transmission by facsimile of a copy of the execution
page hereof reflecting the execution of this Agreement by any party hereto shall
be effective to evidence that party's intention to be bound by this Agreement
and that party's agreement to the terms, provisions and conditions hereof, all
without the necessity of having to produce an original copy of such execution
page.

20.      HEADINGS

         The section headings used herein are for convenience only and shall not
affect the construction hereof.



                                     - 48 -


21.      SEVERABILITY

         If any provision of this Agreement is determined to be void or
unenforceable in whole or in part, it shall be deemed not to affect or impair
the validity of any other provision of this Agreement and such void or
unenforceable provision shall be severable from this Agreement.

22.      FUNDS

         All funds referred to in this Agreement shall be in Canadian dollars
unless otherwise expressly indicated.

23.      TIME OF THE ESSENCE

         Time shall be of the essence of this Agreement.

24.      ENTIRE AGREEMENT

         This Agreement and those provisions of the engagement letter agreement
dated March 9, 2005 among the Company and the Representative that by their terms
survive the execution of this Agreement constitute the entire agreement between
the parties hereto with respect to the subject matter hereof, provided however
that to the extent any such provisions are inconsistent with the provisions of
this Agreement, the provisions of this Agreement shall govern.

25.      DEFINITIONS

         The terms which follow, when used in this Agreement, shall have the
meanings indicated.

"Additional Units" has the meaning given to it in the second paragraph of this
Agreement.

"Agreement" means this agreement as it may be amended, modified or supplemented
from time to time in accordance with its terms.

"Amended Preliminary Prospectus" has the meaning given to it in Section 1(i)(b).

"BCSC" means the British Columbia Securities Commission.

"Borealis" means Borealis Mining Company.

"Borealis Lease" means the lease dated January 24, 1997, referenced in the
Prospectuses and Registration Statement.

"Borealis Property" has the meaning attributed to this term in the Registration
Statement and Prospectuses.

"Business Day" shall mean any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies are authorized
or obligated by law to close in Toronto, Ontario.

"Canadian Prospectus" means, collectively, the Preliminary Canadian Prospectus
and the Final Canadian Prospectus.



                                     - 49 -


"Canadian Qualifying Jurisdictions" means each of the Provinces of Canada.

"Canadian Securities Commissions" means, collectively, the securities
commissions or other securities regulatory authorities in each of the Canadian
Qualifying Jurisdictions.

"Canadian Securities Laws" means all applicable securities laws in each of the
Canadian Qualifying Jurisdictions emanating from Governmental Authorities,
including the respective rules and regulations made thereunder together with
applicable published national and local instruments, policy statements, notices,
blanket rulings and orders of the Canadian Securities Commissions, all
discretionary rulings and orders applicable to the Company, if any, of the
Canadian Securities Commissions and all rules, by-laws and regulations governing
the TSX, all as the same are in effect at the date hereof and as amended,
supplemented or replaced from time to time during the period of Distribution.

"Claim" has the meaning given to it in Section 9.

"Closing" means the completion of the issue and sale by the Company of the
Offered Units pursuant to this Agreement.

"Closing Date" means o, 2005 or such other date as the Company and the
Underwriters may agree upon in writing.

"Closing Time" means o a.m. (Toronto time) on the Closing Date or such other
time on the Closing Date as the Company and the Underwriters may agree

"Commission" shall mean the Securities and Exchange Commission.

"Common Stock" has the meaning given to it in the first paragraph of this
Agreement.

"Distribution" means "distribution" or "distribution to the public" of the
Transaction Securities as those terms are defined in Canadian Securities Laws.

"Distribution Period" means the period commencing on the date hereof and ending
on the date of the completion of the Distribution of the Offered Units and
Additional Units in Canada and ending on the earlier of the expiry date of the
Warrants or the date the last Warrant has been exercised in the United States.

"Effective Date" means the date of the Effective Time.

"Effective Time" means the date and the time as of which the Registration
Statement, or the most recent post-effective amendment thereto, if any, was
declared effective by the Commission.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.

"Execution Time" shall mean the date and time that this Agreement is executed
and delivered by the parties hereto.



                                     - 50 -


"FCPA" means Foreign Corrupt Practices Act of 1977, as amended, and the rules
and regulations thereunder.

"Final Canadian Prospectus" means the (final) prospectus of the Company dated o,
2005 (in both the English and French languages unless the context indicates
otherwise), filed in each of the Qualifying Provinces in accordance with
Canadian Securities Laws.

"Final U.S. Prospectus" means the (final) prospectus of the Company dated o,
2005 filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations.

"Financial Information" has the meaning given to it in Section 6(i)(b).

"Governmental Authority" means any (a) multinational, federal, provincial,
state, regional, municipal, local or other government, governmental or public
department, court, tribunal, arbitral body, bureau or agency, domestic or
foreign, (b) any subdivision, agent, commission, board, or authority of any of
the foregoing, or (c) any quasi- governmental or private body exercising any
regulatory, expropriation or taxing authority under or for the account of any of
the foregoing, and any stock exchange or self-regulatory authority and, for
greater certainty, includes the Canadian Securities Commissions, the TSX and
Market Regulation Services Inc.

"indemnified party" and "indemnified parties" have the meanings given to such
expressions in Section 9.

"Intellectual Property" has the meaning given to it in Section 1(i)(ddd).

"Jurisdiction" means each of the Qualifying Canadian Jurisdictions and the
United States.

"Laws" means applicable securities laws and all other statutes, regulations,
statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and
conditions of any grant of approval, permission, authority or license, or any
judgment, order, decision, ruling, award, policy or guideline, of any
Governmental Authority, and the term .applicable. with respect to such Laws and
in the context that refers to one or more persons, means that such Laws apply to
such person or persons or its or their business, undertaking, property or
securities and emanate from a Governmental Authority, having jurisdiction over
the person or persons or its or their business, undertaking, property or
securities.

"Legal Fees" has the meaning given to it in Section 4.

"Material Adverse Effect" means, with respect to any person or entity, a
material adverse effect on the business, affairs, property, liabilities
(contingent or otherwise), operating results, capital or prospects of such
person or entity.

"Material Contracts" means each of the agreements referred to in the Final
Canadian Prospectus under the heading "Material Contracts" which have been
executed on or before such date as the context may require.

"MRRS" means the mutual reliance review system procedures provided for under
National Policy 43-201 - Mutual Reliance Review System for Prospectuses and
Annual Information Forms.



                                     - 51 -


"MRRS Decision Document" has the meaning given to it in Section 6.

"Notice" has the meaning given to it in Section 14.

"Offered Units" has the meaning given to it in the first paragraph of this
Agreement.

"Offering" has the meaning given to it in the first paragraph of this Agreement.

"Out of Pocket Expenses" has the meaning given to it in Section 4.

"Over-Allotment Option" has the meaning given to it in the first paragraph of
this Agreement.

"Over-Allotment Option Closing Date" means the date, which shall be a Business
Day, as set out in the Over-Allotment Option Notice or such other date as the
Company and the Underwriters may agree upon in writing.

"Over-Allotment Option Closing Time" means o a.m. (Toronto time) on the Over
Allotment Option Closing Date or such other time as the Company and the
Underwriters may agree upon.

"Over-Allotment Option Expiry Date" means the date which is 30 days following
the Closing Date.

"Over-Allotment Option Notice" has the meaning given to it in Section 4.

"Permits" has the meaning given to it in Section 1(i)(j);

"Preliminary Canadian Prospectus" means the preliminary prospectus of the
Company dated August 17, 2005 (in both the English and French languages unless
the context indicates otherwise) filed in each of the Qualifying Provinces in
accordance with Canadian Securities Laws.

"Preliminary U.S. Prospectus" means each prospectus included in the Registration
Statement, or amendments thereof, before it became effective under the
Securities Act and any prospectus filed with the Commission by the Company with
the consent of the Underwriters pursuant to Rule 424(a) of the Rules and
Regulations.

"Prospectus Amendment" means any amendment or supplement to the Final Canadian
Prospectus (in both the English and French languages unless the context
indicates otherwise) and/or any amendment or supplement to the Final U.S.
Prospectus.

"Prospectuses" means the Final Canadian Prospectus and the Final U.S.
Prospectus.

"Purchased Securities" has the meaning given to it in paragraph 4 of this
Agreement.

"Qualified Institutional Buyers" means a qualified institutional buyer as that
term is defined in Rule 144A of the Securities Act.

"Registration Statement" has the meaning given to it in Section 1(i)(a) of this
Agreement.

"Rules and Regulations" has the meaning given to it in Section 1(i)(a).



                                     - 52 -


"Securities Act" has the meaning given to it in Section 1(i)(a).

"Selling Firms" means such investment dealers and brokers through which the
Underwriters may sell Securities to the public under the terms of this
Agreement.

"Shareholders" means holders of Common Stock.

"Stock Option Plan" means the Gryphon Gold Corporation 2004 Stock Incentive
Plan.

"Tax Act" means the Income Tax Act (Canada).

"Taxes" includes all forms of taxation (including, without limitation, any net
income or gains, minimum, gross income, gross receipts, sales, use, ad valorem,
value-added, transfer, franchise, profits, license, withholding, payroll,
employment, excise, severance, stamp, capital stock, occupation, property,
custom, environmental or windfall tax or duty), together with interest,
penalties and additions imposed with respect to the foregoing, imposed by any
local, municipal, state, provincial, Federal or other government, governmental
entity or political subdivision, whether of Canada, the United States or other
country or political unit.

"Tax Return" means all returns, declarations, statements, reports, schedules,
forms and information returns, whether original or amended, relating to Taxes.

"to the best of the knowledge of" means (unless otherwise expressly stated) a
statement to the best of the declarant's knowledge after due inquiry.

"Transaction Documents" means this Agreement and the Warrant Indenture and the
other Material Contracts.

"Transaction Securities" has the meaning given to it in the fourth paragraph of
this Agreement.

"TSX" means the Toronto Stock Exchange.

"Underlying Shares" means the shares of Common Stock issuable upon exercise of
the Warrants and Underwriters' Option.

"Underwriters" has the meaning given to it in the first paragraph of this
Agreement.

"Underwriters' Option" has the meaning given to it in paragraph 3(ii) of this
Agreement.

"Units" has the meaning given to it in the first paragraph of this Agreement.

"U.S. Prospectus" means, collectively, the Preliminary U.S. Prospectus and the
Final U.S. Prospectus.

"Warrants" has the meaning given to it in the first paragraph of this Agreement.

"Warrant Indenture" means a Warrant Indenture to be dated as of the Closing Date
between the Company and Computershare establishing the Warrants.



                                     - 53 -


         If the foregoing is in accordance with your understanding and is agreed
to by you, please signify your acceptance by executing the enclosed copies of
this letter where indicated below and returning them to the Representative upon
which this letter as so accepted shall constitute an Agreement among us.

         Yours very truly,

                                DESJARDINS SECURITIES INC.

                                By:
                                         -----------------------------------
                                         Name:



                                CIBC WORLD MARKETS INC.

                                By:
                                         -----------------------------------
                                         Name:



                                BOLDER INVESTMENT PARTNERS LTD.

                                By:
                                         -----------------------------------
                                         Name:



                                ORION SECURITIES INC.

                                By:
                                         -----------------------------------
                                         Name:



The foregoing offer is accepted and agreed to as of the date first above
written.



                                GRYPHON GOLD CORPORATION

                                By:
                                         -----------------------------------
                                         Name:

                                By:
                                         -----------------------------------
                                         Name:






                                     - 54 -



                                   SCHEDULE I



                                                                   NUMBER OF UNDERWRITTEN
                 UNDERWRITERS                                   SECURITIES TO BE PURCHASED
                 ------------                                   --------------------------
                                                             
        Desjardins Securities Inc.                                            o
        CIBC World Markets Inc.                                               o
        Bolder Investment Partners Ltd.                                       o
        Orion Securities Inc.                                                 o
                 TOTAL                                                        o





                                     - 55 -



                                    EXHIBIT A

                               LOCK-UP AGREEMENTS






                                     - 56 -



                                    EXHIBIT B

                            CANADIAN COUNSEL OPINION



                                     - 57 -



                                    EXHIBIT C

                     FORM OF OPINION OF DORSEY & WHITNEY LLP

                                    EXHIBIT D

              FORM OF OPINION OF PARR WADDOUPS BROWN GEE & LOVELESS

                                    EXHIBIT E

                      FORM OF OPINION OF SNELL & WILMER LLP

EX-4.2

                                                                     Exhibit 4.2

                            GRYPHON GOLD CORPORATION

                                       AND

                      COMPUTERSHARE TRUST COMPANY OF CANADA

                                   ----------

                                WARRANT INDENTURE

                        PROVIDING FOR THE ISSUE OF UP TO
                               __ CLASS A WARRANTS

                                   ----------

                                    __, 2005



                                TABLE OF CONTENTS

                                                                           
                                    ARTICLE 1
                                 INTERPRETATION

1.1    Definitions.........................................................    1
1.2    Construction........................................................    5
1.3    Business Day........................................................    6
1.4    Time of the Essence.................................................    6
1.5    Applicable Law......................................................    6
1.6    Severability........................................................    6
1.7    Schedule............................................................    6
1.8    Conflicts...........................................................    7

                                 ARTICLE 2
                             ISSUE OF WARRANTS

2.1    Issue of Warrants...................................................    7
2.2    Form and Terms of Warrants..........................................    7
2.3    Signing of Warrant Certificates.....................................    7
2.4    Certification by the Trustee........................................    8
2.5    Warrantholder Not a Shareholder, Etc................................    8
2.6    Issue in Substitution for Lost Warrant Certificates.................    8
2.7    Warrants to Rank Pari Passu.........................................    9
2.8    Register for Warrants...............................................    9
2.9    Transferee Entitled to Registration.................................   10
2.10   Registers Open for Inspection.......................................   10
2.11   Exchange of Warrants................................................   10
2.12   Ownership of Warrants...............................................   11
2.13   Adjustment of Exercise Rights.......................................   11
2.14   Adjustment Rules....................................................   15
2.15   Postponement of Subscription........................................   16
2.16   Notice of Adjustment of Exercise Rights.............................   16
2.17   No Action after Notice..............................................   17
2.18   No Duty to Inquire..................................................   17
2.19   Rights Issued in Respect of Underlying Securities Issued on
       Exercise............................................................   17

                                 ARTICLE 3
                           EXERCISE OF WARRANTS

3.1    Method of Exercise of Warrants......................................   18
3.2    Expiration of Warrants..............................................   22
3.3    Effect of Exercise of Warrants......................................   22
3.4    Cancellation of Warrant Certificates................................   23
3.5    No Fractional Shares................................................   23
3.6    Securities Restrictions; Legends....................................   24

                                 ARTICLE 4
                                 COVENANTS

4.1    General Covenants...................................................   24
4.2    Trustee Remuneration and Expenses...................................   25
4.3    Performance of Covenants by Trustee.................................   26

                                 ARTICLE 5
                                ENFORCEMENT

5.1    Suits by Warrantholders.............................................   26





                                      -2-


                                                                           
                                 ARTICLE 6
                        MEETINGS OF WARRANTHOLDERS

6.1    Right to Convene Meetings...........................................   26
6.2    Notice..............................................................   27
6.3    Chair...............................................................   27
6.4    Quorum..............................................................   27
6.5    Power to Adjourn....................................................   28
6.6    Show of Hands.......................................................   28
6.7    Poll and Voting.....................................................   28
6.8    Regulations.........................................................   28
6.9    Company, Trustee and Counsel May Be Represented.....................   29
6.10   Powers Exercisable by Extraordinary Resolution......................   29
6.11   Meaning of Extraordinary Resolution.................................   30
6.12   Powers Cumulative...................................................   31
6.13   Minutes.............................................................   31
6.14   Instruments in Writing..............................................   31
6.15   Binding Effect of Resolutions.......................................   32
6.16   Holdings by the Company or Subsidiaries Disregarded.................   32

                                 ARTICLE 7
                          SUPPLEMENTAL INDENTURES

7.1    Supplemental Indentures.............................................   32
7.2    Successor Corporations..............................................   33

                                 ARTICLE 8
                             CONCERNING THE TRUSTEE

8.1    Trust Indenture Legislation.........................................   33
8.2    Rights and Duties of Trustee........................................   34
8.3    Evidence, Experts and Advisers......................................   34
8.4    Documents Held by Trustee...........................................   35
8.5    Actions by Trustee to Protect Interests.............................   36
8.6    Trustee Not Required to Give Security...............................   36
8.7    Protection of Trustee...............................................   36
8.8    Replacement of Trustee..............................................   36
8.9    Conflict of Interest................................................   37
8.10   Acceptance of Trusts................................................   38
8.11   Trustee Not to Be Appointed Receiver................................   38
8.12   Indemnity of Trustee................................................   38
8.13   Notice..............................................................   38
8.14   Additional Provisions...............................................   39

                                 ARTICLE 9
                                  GENERAL

9.1    Notice..............................................................   39
9.2    Accidental Failure to Give Notice to Warrantholders.................   41
9.3    Counterparts and Formal Date........................................   41
9.4    Satisfaction and Discharge of Indenture.............................   41
9.5    Provisions of Indenture and Warrants for the Sole Benefit of Parties
       and Warrantholders..................................................   41
9.6    Language............................................................   41
9.7    Purchase of Warrants by Company.....................................   42
9.8    Assignment..........................................................   42
9.9    No Waiver, etc......................................................   42
9.10   Further Assurances..................................................   42





                  THIS WARRANT INDENTURE dated __, 2005.

BETWEEN:

          GRYPHON GOLD CORPORATION,
          a corporation existing under the laws of the State of Nevada,

          (hereinafter referred to as the "COMPANY"),

          - and -

          COMPUTERSHARE TRUST COMPANY OF CANADA,
          a trust company organized and existing under the laws of Canada and
          duly authorized to carry on the trust business in each province of
          Canada,

          (hereinafter referred to as the "TRUSTEE"),

          WHEREAS the Company is duly authorized to create and issue the common
stock purchase warrants designated as "Class A Warrants" to be issued as herein
provided;

          AND WHEREAS all things necessary have been done and performed to make
the Class A Warrants, when certified by the Trustee and issued as in this
Indenture provided, legal, valid and binding upon the Company with the benefits
of and subject to the terms of this Indenture;

          AND WHEREAS the Trustee has agreed to enter into this Indenture and to
hold all rights, interests and benefits contained herein for and on behalf of
those persons who from time to time become holders of Class A Warrants issued
pursuant to this Indenture;

          NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable
consideration mutually given, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby appoints the Trustee as warrant trustee for the
holders of Class A Warrants, to hold all rights, interests and benefits
contained herein for and on behalf of those persons who from time to time become
holders of Class A Warrants issued pursuant to this Indenture, and it is hereby
agreed and declared as follows:

                                   ARTICLE 1
                                 INTERPRETATION

1.1  DEFINITIONS

     In this Indenture, unless there is something in the subject matter or
context inconsistent therewith, the following phrases and words shall have the
meanings set out below and grammatical variations of such terms shall have
corresponding meanings:


                                      - 2 -


"ACCREDITED INVESTOR" means an "accredited investor" as defined in Rule 501(a)
of Regulation D;

"APPLICABLE LEGISLATION" has the meaning set out in Section 8.1(a);

"BUSINESS DAY" means a day other than a Saturday, Sunday or civic or statutory
holiday in Toronto, Ontario or the City of Golden, Colorado;

"CAPITAL REORGANIZATION" has the meaning set out in Section 2.13(e);

"COMMON SHARES" means the fully paid and non-assessable shares of common stock
in the capital of the Company, as currently constituted;

"COMPANY" means Gryphon Gold Corporation, a corporation existing under the laws
of the State of Nevada, and its successors from time to time;

"COMPANY'S AUDITORS" means Ernst & Young LLP or any other independent chartered
accountant or firm of chartered accountants duly appointed as auditors of the
Company from time to time;

"COUNSEL" means a lawyer or a firm of lawyers (who may be counsel for the
Company) acceptable to the Trustee, acting reasonably;

"CURRENT MARKET PRICE PER COMMON SHARE" means, at any date, the Canadian dollar
volume weighted average closing price per Common Share for the 20 consecutive
Trading Days commencing on the Trading Day immediately before such date on the
TSX or, if the Common Shares are not then listed on the TSX then on such other
stock exchange or Nasdaq on which the Common Shares are then listed or quoted as
may be selected by the directors of the Company or, if the Common Shares are not
then listed or quoted on any stock exchange or Nasdaq then on such other stock
exchange on which the Common Shares are then listed as may be selected by the
directors of the Company or, if the Common Shares are not then listed on a stock
exchange, on the over-the-counter market (provided that, in each case, if such
average price is not in U.S. dollars, such price will be translated into U.S.
dollars using the then applicable Exchange Rate); provided that, if there is no
market for the Common Shares during all or part of such period during which the
Current Market Price per Common Share would otherwise be determined, the Current
Market Price per Common Share shall in respect of all or such part of the period
be determined by a nationally-recognized firm of chartered accountants
appointed by the Company (who may be the Company's auditors), in each case
appropriately adjusted to take into account the occurrence during such
20-Trading Day period of any event that would result in an adjustment of the
Exercise Price pursuant to Section 2.13;

"DIRECTOR" means a director of the Company for the time being and, unless
otherwise specified herein, reference herein to an "ACTION OF THE DIRECTORS"
means an action by the directors of the Company as a board or, whenever duly
empowered, an action by a committee of directors;

"DIVIDENDS PAID IN ORDINARY COURSE" means such dividends paid in cash on the
Common Shares in any fiscal year of the Company to the extent that such
dividends in the aggregate do not exceed in amount or value the greatest of:


                                      -3-


     (a)  110% of the aggregate amount or value of the dividends paid by the
          Company on its Common Shares in the 12 consecutive months ended
          immediately prior to the first day of such fiscal year;

     (b)  25% of the consolidated net earnings of the Company before
          extraordinary items and after dividends paid on any and all preferred
          shares of the Company for the most recently completed fiscal year
          (such consolidated net earnings to be shown in the audited financial
          statements of the Company prepared in accordance with United States
          generally accepted accounting principles); and

     (c)  10% of the Shareholders' Equity.

"ELIGIBLE INSTITUTION" means a Canadian chartered bank, a major trust company in
Canada, a firm which is a member of a recognized stock exchange in Canada, a
member of the Investment Dealers Association of Canada, a national securities
exchange in the United States or the National Association of Securities Dealers,
Inc., or a participant in the Securities Transfer Agents Medallion (STAMP)
Program;

"EXCHANGE RATE" means, on any date for determination, the rate at which United
States dollars may be exchanged into Canadian dollars calculated using the noon
buying rate in The City of New York for cable transfers in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of New York; provided
that in the event that such rate is not quoted or published by the Federal
Reserve Bank of New York, the Exchange Rate shall be determined by reference to
such other publicly available service for displaying exchange rates as may be
determined by the Company;

"EXERCISE DATE", with respect to any Warrant, means the date during the Exercise
Period on which such Warrant is surrendered for exercise in accordance with the
provisions of Article 3;

"EXERCISE PERIOD", with respect to any Warrant, means the period beginning at
the date hereof and ending at the Expiry Time;

"EXERCISE PRICE" means, at any time, CDN$__ per Common Share, unless such price
shall have been adjusted in accordance with the provisions of Sections 2.13 and
2.14, in which case it shall mean the adjusted price in effect at such time;

"EXPIRY DATE", with respect to any Warrant, means __, __;

"EXPIRY TIME" means 5:00 p.m. (Toronto time) on the Expiry Date;

"EXTRAORDINARY RESOLUTION" has the meaning set out in Section 6.11;

"ISSUER BID" has the meaning set out in Section 2.13(d);

"NASDAQ" means the Nasdaq National Market;

"PERSON" includes, without limitation, an individual, corporation, partnership,
joint venture, trust, firm, unincorporated organization or any other legal or
business entity;



                                      -4-


"REGISTRATION STATEMENT" means the Company's registration statement filed with
the SEC under the 1933 Act, registering the Common Shares issuable upon exercise
of the Class A Warrants;

"REGULATION D" means Regulation D under the 1933 Act;

"REGULATION S" means Regulation S under the 1933 Act;

"RIGHTS OFFERING" has the meaning set out in Section 2.13(b);

"RIGHTS PERIOD" has the meaning set out in Section 2.13(b);

"SEC" means the United States Securities and Exchange Commission;

"SHARE REORGANIZATION" has the meaning set out in Section 2.13(a);

"SHAREHOLDER" means a holder of record on the books of the Company of one or
more Common Shares;

"SHAREHOLDERS' EQUITY" means the aggregate of all classes of share capital,
other paid in capital, retained earnings/deficit and any and all surplus
accounts and reserves as shown on the audited financial statements of the
Company for the most recently ended fiscal year prepared in accordance with
United States generally accepted accounting principles;

"SPECIAL DISTRIBUTION" has the meaning set out in Section 2.13(c);

"SUCCESSOR" has the meaning set out in Section 7.2, unless the context otherwise
requires;

"TRADING DAY" means any day on which trading occurs on the TSX (or such other
exchange or market provided for in the definition of "CURRENT MARKET PRICE"),
and at least one trade of at least one board lot of Common Shares occurs on such
day;

"TRUSTEE" means Computershare Trust Company of Canada, a trust company organized
and existing under the laws of Canada, or its successors for the time being in
the trusts hereby created;

"TSX" means The Toronto Stock Exchange;

"UNDERLYING SECURITIES" means the Common Shares issuable upon the exercise of
the Warrants, including the shares or other securities or property issuable upon
the exercise of the Warrants as a result of any adjustment of exercise rights
pursuant to Sections 2.13 and 2.14;

"UNITED STATES" means "UNITED STATES" as defined in 902(l) of Regulation S;

"U.S. PERSON" means a "U.S. PERSON" as defined in Rule 902(k) of Regulation S;

"U.S. PROSPECTUS" means a prospectus meeting the requirements of Section 10(a)
of the 1933 Act;



                                      -5-


"U.S. PURCHASER" means (i) a person in the United States, (ii) a U.S. Person or
person purchasing on behalf, or for the benefit or account, of any U.S. Person
or person in the United States, (iii) a person who was in the United States at
the time the order was made to exercise Class A Warrants or (iv) a person who
executed or delivered a Warrant Exercise Form while in the United States;

"U.S. AGENT" means Computershare Trust Company, Inc. or any replacement agent of
the Trustee designated by the Trustee, with the approval of the Company, from
time to time;

"WARRANT CERTIFICATES" has the meaning set out in Section 2.1;

"WARRANT EXERCISE FORM" means the warrant exercise form attached to the Warrant
Certificates;

"WARRANTHOLDER" or "HOLDER" means a person whose name is entered for the time
being in the register maintained pursuant to Section 2.8(b) and, for greater
certainty, in respect of any action to be taken by a holder in respect of his
Warrants, means the holder or his successors, executors, administrators or other
legal representatives or his or their attorney duly appointed by instrument in
writing in form, substance and execution satisfactory to the Trustee with
signatures guaranteed by an Eligible Institution;

"WARRANTHOLDERS' REQUEST" means an instrument signed in one or more counterparts
by Warrantholders holding in the aggregate not fewer than 25% of the then
outstanding Warrants, requesting the Trustee to take some action or proceeding
specified therein;

"WARRANTS" or "CLASS A WARRANTS" means the up to __ Class A Warrants of the
Company issuable hereunder;

"WRITTEN ORDER OF THE COMPANY", "WRITTEN REQUEST OF THE COMPANY", "WRITTEN
CONSENT OF THE COMPANY", "CERTIFICATE OF THE COMPANY" and any other document
required to be signed by the Company means, respectively, a written order,
request, consent, certificate or other document signed in the name of the
Company by any one of the chairman of the board of directors, chief executive
officer, president, secretary, or any vice-president of the Company, and may
consist of one or more instruments so executed; and

"1933 ACT" or "SECURITIES ACT" means the United States Securities Act of 1933,
as amended.

1.2  CONSTRUCTION

     In this Indenture, unless otherwise expressly stated or the context
otherwise requires:

     (a)  the division of this Indenture into Articles and Sections, the
          provision of a table of contents and the insertion of headings are for
          convenience of reference only and shall not affect the construction or
          interpretation of this Indenture;

     (b)  the terms, "THIS INDENTURE", "HEREIN", "HEREBY", "HEREOF" and
          "HEREUNDER" and similar expressions refer to this warrant indenture
          and not to any particular



                                      -6-


          Article, Section or other portion hereof and include any agreement or
          instrument supplemental or ancillary hereto;

     (c)  references to Articles, Sections and Schedules are to the specified
          Articles or Sections of or Schedules to this Indenture;

     (d)  words importing the singular include the plural and vice versa and
          words importing any gender shall include the masculine, feminine and
          neutral genders;

     (e)  all references herein and in the Warrant Certificates to dollar
          amounts are references to United States dollars; and

     (f)  the words "INCLUDES" and "INCLUDING", when following any general term
          or statement, is not to be construed as limiting the general term or
          statement to the specific items or matters set forth or to similar
          items or matters, but rather as referring to all other items or
          matters that could reasonably fall within the broadest possible scope
          of the general term or statement.

1.3  BUSINESS DAY

     In the event that any day on or before which any action is required or
permitted to be taken hereunder is not a Business Day, then such action shall be
required or permitted to be taken on or before the requisite time on the next
succeeding day that is a Business Day.

1.4  TIME OF THE ESSENCE

     Time shall be of the essence in all respects in this Indenture and the
Warrants.

1.5  APPLICABLE LAW

     This Indenture (and any amendments hereto and instruments supplemental
hereto), and the Warrants shall be governed by and construed and enforced in
accordance with the laws of the Province of Ontario, subject to the Nevada
General Business Corporation Law of the State of Nevada. The parties irrevocably
attorn and submit to the non-exclusive jurisdiction of the courts of the
Province of Ontario with respect to any matter arising under or related to the
Indenture.

1.6  SEVERABILITY

     If any provision of this Indenture shall be held by any court of competent
jurisdiction to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remaining provisions, or part thereof, of this Indenture and such
remaining provisions, or part thereof, shall remain enforceable and binding.

1.7  SCHEDULE

     The following schedule is attached to and forms part of this Indenture:

     Schedule A - Form of Warrant Certificate



                                      -7-


     Schedule B - Form of Warrant Exercise Certification

1.8  CONFLICTS

     In the event there is any conflict between this Indenture and any Warrant
Certificate, the provisions under this Indenture shall govern and prevail.

                                   ARTICLE 2
                                ISSUE OF WARRANTS

2.1  ISSUE OF WARRANTS

     A maximum of __ Warrants entitling the holders thereof to purchase an
aggregate maximum of __ Common Shares (or such other kind and amount of
Underlying Securities determined pursuant to the provisions of Sections 2.13 and
2.14, if applicable) are hereby created and authorized to be issued hereunder
upon the terms and conditions herein set forth. Certificates evidencing the
Warrants (the "WARRANT CERTIFICATES") shall be executed by the Company and
certified by or on behalf of the Trustee upon written order of the Company and
delivered by the Company in accordance with Sections 2.3 and 2.4.

2.2  FORM AND TERMS OF WARRANTS

     (a)  The Warrant Certificates shall be substantially in the form set out in
          Schedule A hereto, shall be dated as of the date hereof (regardless of
          their actual date of issue), shall be fully registered and shall have
          such distinguishing letters and numbers as the Company may, with the
          approval of the Trustee, prescribe and may include a translation into
          the French language. Warrant Certificates may be typewritten,
          engraved, lithographed, printed or mimeographed as the Company may
          determine. No change in the form of the Warrant Certificate shall be
          required by reason of any adjustment made pursuant to this Article 2.

     (b)  Each Warrant authorized to be issued hereunder shall entitle the
          holder thereof to purchase (subject to Sections 2.13, 2.14 and 3.1),
          for the Exercise Price, one Common Share, or such other kind and
          amount of Underlying Securities calculated pursuant to the provisions
          of Sections 2.13 and 2.14, as the case may be, at any time after the
          issuance of such Warrant and prior to the Expiry Time in accordance
          with the provisions of this Indenture.

     (c)  Any legends to be typed on to the Warrant Certificates or the
          Underlying Securities shall be typed thereon in accordance with the
          provisions of this Indenture upon the written direction of the
          Company. The Trustee and the Company shall have no duty to ensure that
          the Warrantholders comply with the provisions of any such legend.

2.3  SIGNING OF WARRANT CERTIFICATES

     The Warrant Certificates shall be signed by any officer of the Company, and
may but need not be under the corporate seal of the Company or a reproduction
thereof. The signature of



                                      -8-


such officer may be mechanically reproduced in facsimile, and Warrant
Certificates bearing such facsimile signatures shall be binding upon the Company
as if they had been manually signed by such officer. Notwithstanding that the
person whose manual or facsimile signature appears on any Warrant Certificate as
such officer may no longer hold office at the date of issue of such Warrant
Certificate or at the date of certification or delivery thereof, any Warrant
Certificate signed as aforesaid shall, subject to Section 2.4, be valid and
binding upon the Company and the registered holder thereof shall be entitled to
the benefits of this Indenture.

2.4  CERTIFICATION BY THE TRUSTEE

     (a)  No Warrant Certificate shall be issued or, if issued, shall be valid
          for any purpose or entitle the registered holder to the benefit hereof
          or thereof until it has been certified by manual signature by or on
          behalf of the Trustee in the form of the certificate set out in
          Schedule A and such certification by the Trustee upon any Warrant
          Certificate shall be conclusive evidence as against the Company that
          the Warrant Certificate so certified has been duly issued hereunder
          and the holder is entitled to the benefits hereof.

     (b)  The certification of the Trustee on Warrant Certificates issued
          hereunder shall not be construed as a representation or warranty by
          the Trustee as to the validity of this Indenture or the Warrants
          (except the due certification thereof), and the Trustee shall in no
          respect be liable or answerable for the use made of the Warrants or
          any of them or of the consideration therefor except as otherwise
          specified herein.

2.5  WARRANTHOLDER NOT A SHAREHOLDER, ETC.

     The holding of a Warrant shall not be construed as conferring upon a
Warrantholder any right or interest whatsoever as a Shareholder nor entitle the
holder to any right or interest in respect thereof (including the right to vote
at, to receive notice of or to attend meetings of Shareholders or any other
proceedings of the Company, or any right to receive dividends and other
distributions) except as expressly provided herein or in the Warrants.

2.6  ISSUE IN SUBSTITUTION FOR LOST WARRANT CERTIFICATES

     (a)  In the case where any Warrant Certificate shall become mutilated or be
          lost, destroyed or stolen, the Company, subject to applicable law and
          Section 2.6(b), shall issue and thereupon the Trustee shall certify
          and deliver a new Warrant Certificate of like tenor as the one
          mutilated, lost, destroyed or stolen in exchange for and in place of
          and upon cancellation of such mutilated certificate, or in lieu of and
          in substitution for such lost, destroyed or stolen certificate, and
          the substituted certificate shall be in a form approved by the Trustee
          and shall be entitled to the benefits hereof and such substituted
          certificate shall rank equally in accordance with its terms with all
          other Warrant certificates issued or to be issued hereunder.

     (b)  The applicant for the issue of a new Warrant Certificate pursuant to
          this Section 2.6 shall bear the cost of the issue thereof and in case
          of loss, destruction or theft shall, as a condition precedent to the
          issue thereof, furnish to the Company and to



                                      -9-


          the Trustee such evidence of ownership and of the loss, destruction or
          theft of the certificate so lost, destroyed or stolen as shall be
          satisfactory to the Company and to the Trustee in their sole
          discretion, and such applicant also may be required to furnish an
          indemnity or security in amount and form satisfactory to the Company
          and the Trustee in their sole discretion and shall pay the reasonable
          charges of the Company and the Trustee in connection therewith.

2.7  WARRANTS TO RANK PARI PASSU

     All Warrants shall rank pari passu, whatever may be the actual date of
issue of the Warrant Certificates evidencing same.

2.8  REGISTER FOR WARRANTS

     (a)  The Company hereby appoints the Trustee as registrar of the Warrants.
          The Company may hereafter, with the consent of the Trustee, appoint
          one or more additional registrars of the Warrants.

     (b)  The Company shall cause to be kept by the Trustee at its principal
          office in the City of Toronto, Ontario:

          (i)  a register of holders of Warrants in which shall be entered the
               names and addresses of the holders of the Warrants and of the
               number of Warrants held by them; and

          (ii) a register of transfers of Warrants in which shall be entered the
               date and other particulars of each transfer of Warrants.

     (c)  No transfer of a Warrant shall be valid unless made by:

          (i)  the holder or his successors, executors, administrators or other
               legal representatives or his or their attorney duly appointed by
               an instrument in writing in form and execution satisfactory to
               the Trustee with signatures guaranteed by an Eligible
               Institution; or

          (ii) the liquidator of, or a trustee in bankruptcy for, a
               Warrantholder,

and in compliance with such reasonable requirements as the Trustee and the
Company may prescribe (including the requirement to provide evidence of
satisfactory compliance with applicable securities laws) and recorded on the
register of transfers maintained by the Trustee pursuant to Section 2.8(b), nor
until all stamp taxes or governmental or other charges arising by reason of such
transfer have been paid by the Warrantholder. Subject to the Trustee complying
with the provisions of this Indenture, the Trustee may assume compliance with
applicable securities laws unless otherwise notified in writing by the Company.



                                      -10-


2.9  TRANSFEREE ENTITLED TO REGISTRATION

     The transferee of a Warrant shall, after the transfer form printed on the
Warrant Certificate and any other form of transfer acceptable to the Trustee is
duly completed and the Warrant is lodged with the Trustee at its principal
office in the City of Toronto, Ontario, or at the principal office of the U.S.
Agent in the City of Golden, Colorado (or at such additional place or places as
may be designated by the Company from time to time with the approval of the
Trustee) and upon compliance with all other conditions in that regard required
by this Indenture or by law, be entitled to have his name entered on the
register of holders as the owner of such Warrant free from all equities or
rights of set-off or counterclaim between the Company and the transferor or any
previous holder of such Warrant, save in respect of equities of which the
Company or the transferee is required to take notice by statute or by order of a
court of competent jurisdiction.

2.10 REGISTERS OPEN FOR INSPECTION

     The registers referred to in Section 2.8 shall be open at all reasonable
times during business hours on a Business Day for inspection by the Company, the
Trustee or any Warrantholder. The Trustee shall, from time to time when
requested to do so by the Company, furnish the Company with a list of the names
and addresses of holders of Warrants entered in the register of holders kept by
the Trustee and showing the number of Underlying Securities that might then be
acquired upon the exercise of the Warrants held by each such holder.

2.11 EXCHANGE OF WARRANTS

     (a)  Warrant Certificates may, upon compliance with the reasonable
          requirements of a Trustee, be exchanged for Warrant Certificates in
          any other authorized denomination representing in the aggregate the
          same number of Warrants. The Company shall sign and the Trustee shall
          certify, in accordance with Sections 2.3 and 2.4, all Warrant
          Certificates necessary to carry out the exchanges contemplated herein.

     (b)  Warrant Certificates may be exchanged at the principal stock and bond
          transfer office of the Trustee in the City of Toronto, Ontario and may
          be tendered for exchange at the principal office of the U.S. Agent in
          the City of Golden, Colorado or at any other place that is designated
          by the Company with the approval of the Trustee. Any Warrant
          Certificates tendered for exchange shall be surrendered to the Trustee
          and cancelled.

     (c)  No charge will be levied by the Company or the Trustee upon a
          presenter of a Warrant Certificate pursuant to this Indenture for the
          transfer of any Warrant or for the exchange of any Warrant Certificate
          but reimbursement to the Trustee or the Company for any and all taxes
          or governmental or other charges required to be paid shall be made by
          the person requesting such exchange as a condition precedent to such
          exchange.



                                      -11-


2.12 OWNERSHIP OF WARRANTS

     The Company and the Trustee shall deem and treat the registered holder of
any Warrant Certificate as the absolute owner of the Warrant represented thereby
for all purposes, and the Company and the Trustee shall not be affected by any
notice or knowledge to the contrary except where such person is required to take
notice by statute or by order of a court of competent jurisdiction.

2.13 ADJUSTMENT OF EXERCISE RIGHTS

     The Exercise Price per Common Share and the number of Common Shares which
may be subscribed for upon exercise of a Warrant shall be subject to adjustment
from time to time upon the occurrence of any of the events and in the manner
provided as follows:

     (a)  If and whenever at any time prior to the Expiry Time the Company
          shall:

          (i)  declare a dividend or make a distribution on its Common Shares in
               each case payable in Common Shares (or securities exchangeable
               for or convertible into Common Shares), or

          (ii) subdivide or change its outstanding Common Shares into a greater
               number of Common Shares, or

          (iii) reduce, combine or consolidate its outstanding Common Shares
               into a lesser number,

          (any of such events in these clauses 2.13(a)(i), (ii) and (iii) being
          called a "SHARE REORGANIZATION"), then effective immediately after the
          record date or effective date, as the case may be, at which the
          holders of Common Shares are determined for the purposes of the Share
          Reorganization, the Exercise Price shall be adjusted to a price
          determined by multiplying the applicable Exercise Price in effect on
          such effective date or record date by a fraction, the numerator of
          which shall be the number of Common Shares outstanding on such
          effective date or record date before giving effect to such Share
          Reorganization and the denominator of which shall be the number of
          Common Shares outstanding immediately after giving effect to such
          Share Reorganization (including, in the case where securities
          exchangeable for or convertible into Common Shares are distributed,
          the number of additional Common Shares that would have been
          outstanding had such securities been exchanged for or converted into
          Common Shares immediately after giving effect to such Share
          Reorganization).

     (b)  If and whenever at any time prior to the Expiry Time the Company shall
          fix a record date for the issuing of rights, options or warrants to
          all or substantially all of the holders of the Common Shares entitling
          them for a period expiring not more than 45 days after such record
          date (the "RIGHTS PERIOD") to subscribe for or purchase Common Shares
          (or securities convertible into or exchangeable for Common Shares) at
          a price per share (or having a conversion or exchange price per share)
          which is less than 95% of the Current Market Price per Common Share



                                      -12-


          on the record date for such issue (any of such events being called a
          "RIGHTS OFFERING"), then effective immediately after the end of the
          Rights Period the Exercise Price shall be adjusted to a price
          determined by multiplying the applicable Exercise Price in effect at
          the end of the Rights Period by a fraction the numerator of which
          shall be the sum of:

          (i)  the number of Common Shares outstanding as of the record date for
               the Rights Offering, and

          (ii) a number determined by dividing (A) either the product of (i) the
               number of Common Shares issued during the Rights Period upon
               exercise of the rights, warrants or options under the Rights
               Offering and (ii) the price at which such Common Shares are
               issued, or, as the case may be, the product of (iii) the number
               of Common Shares for or into which the convertible or
               exchangeable securities issued during the Rights Period upon
               exercise of the rights, warrants or options under the Rights
               Offering are exchangeable or convertible and (iv) the exchange or
               conversion price of the convertible or exchangeable securities so
               issued, by (B) the Current Market Price per Common Share as of
               the record date for the Rights Offering, and

          the denominator of which shall be the number of Common Shares
          outstanding (including the number of Common Shares actually issued or
          subscribed for during the Rights Period upon exercise of the rights,
          warrants or options under the Rights Offering) or which would be
          outstanding upon the conversion or exchange of all convertible or
          exchangeable securities issued during the Rights Period upon exercise
          of the rights, warrants or options under the Rights Offering, as
          applicable, in each case after giving effect to the Rights Offering.

          Common Shares owned by or held (otherwise than as security) for the
          account of the Company or any subsidiary of the Company shall be
          deemed not to be outstanding for the purpose of any such computation.
          In order to give effect to the provisions of Section 2.13(f) in the
          circumstances described below, any holder who shall have exercised his
          right to purchase Common Shares during the period beginning
          immediately after the record date for a Rights Offering and ending on
          the last day of the Rights Period therefor, in addition to the Common
          Shares to which he is otherwise entitled upon such exercise, shall be
          entitled to that number of additional Common Shares equal to the
          result obtained when the difference, if any, between the Exercise
          Price per Common Share in effect immediately prior to the end of such
          Rights Offering and the Exercise Price per Common Share, as adjusted
          for such Rights Offering pursuant to this Section 2.13(b), is
          multiplied by the number of Common Shares purchased upon exercise of
          the Warrant held by such holder during such period, and the resulting
          product is divided by the Exercise Price per Common Share, as adjusted
          for such Rights Offering pursuant to this Section 2.13(b). Such
          additional Common Shares shall be deemed to have been issued to the
          holder immediately following the end of the Rights Period and a
          certificate for such additional Common Shares shall be delivered to
          such holder within 10 Business Days following the end of the Rights
          Period.



                                      -13-


     (c)  If and whenever at any time prior to the Expiry Time the Company shall
          fix a record date for the payment, issue or distribution to all or
          substantially all of the holders of the Common Shares of (i) a
          dividend, (ii) cash or assets (including evidences of the Company's
          indebtedness), or (iii) rights, options, warrants or other securities
          (including securities convertible into or exchangeable for Common
          Shares), and such payment, issue or distribution does not constitute a
          Dividend Paid in Ordinary Course, a Share Reorganization or a Rights
          Offering (any of such non-excluded events being herein called a
          "SPECIAL DISTRIBUTION" ), the Exercise Price shall be adjusted
          effective immediately after such record date to a price determined by
          multiplying the applicable Exercise Price in effect on such record
          date by a fraction:

          (i)  the numerator of which shall be:

               (A)  the product of the number of Common Shares outstanding on
                    such record date and the Current Market Price per Common
                    Share on such record date; less

               (B)  the fair market value, as determined in good faith by action
                    of the directors (based on the advice of an independent
                    valuator with recognized expertise in the valuation of the
                    type of property that is the subject matter of the Special
                    Distribution), whose determination shall be conclusive, to
                    the holders of the Common Shares of such dividend, cash,
                    assets, rights or securities so paid, issued or distributed
                    less the fair market value, as determined in good faith by
                    action of the directors (based on the advice of an
                    independent valuator with recognized expertise in the
                    valuation of the type of property that is the subject matter
                    of the Special Distribution), whose determination shall be
                    conclusive, of the consideration, if any, received therefor
                    by the Company, and

          (ii) the denominator of which shall be the number of Common Shares
               outstanding on such record date multiplied by the Current Market
               Price per Common Share on such record date.

          Such adjustment shall be made successively whenever such a record date
          is fixed. To the extent that such payment, issuance or distribution is
          not so made, the Exercise Price shall be readjusted effective
          immediately to the Exercise Price which would then be in effect based
          upon such payment, issuance or distribution actually made.

     (d)  If and whenever at any time prior to the Expiry Time an issuer bid or
          a tender or exchange offer (other than an odd lot offer or a normal
          course issuer bid) made by the Company or a subsidiary of the Company
          to all or substantially all of the shareholders of the Company for all
          or any portion of the Common Shares where the cash and the value of
          any other consideration included in such payment per Common Share
          exceeds the Current Market Price per Common Share on the



                                      -14-


          Trading Day immediately preceding the commencement of the issuer bid
          or tender or exchange offer (any such issuer bid or tender or exchange
          offer being called an "ISSUER BID"), the Exercise Price shall be
          adjusted to a price determined by multiplying the applicable Exercise
          Price in effect on the date of the completion of such Issuer Bid by a
          fraction, the numerator of which shall be the product of (i) the
          number of Common Shares outstanding immediately prior to the
          completion of the Issuer Bid (without giving effect to any reduction
          in respect of any tendered or exchanged shares) and, (ii) the Current
          Market Price per Common Share on the Trading Day immediately preceding
          the commencement of the Issuer Bid, and the denominator of which shall
          be the sum of (i) the fair market value (determined in good faith by
          the board of directors of the Company whose determination shall be
          conclusive and described in a resolution of the board of directors of
          the Company) of the aggregate consideration paid by the Company or
          subsidiary to holders of Common Shares upon the completion of such
          Issuer Bid, and (ii) the product of (A) the difference between the
          number of Common Shares outstanding immediately prior to the
          completion of the Issuer Bid (without giving effect to any reduction
          in respect of tendered or exchanged shares) and the number of Common
          Shares actually purchased by the Company or subsidiary pursuant to the
          Issuer Bid, and (B) the Current Market Price Per Common Share on the
          Trading Day immediately preceding the commencement of the Issuer Bid.

     (e)  If and whenever at any time prior to Expiry Time there shall be a
          reorganization, reclassification or other change of Common Shares
          outstanding at such time or change of the Common Shares into other
          shares or into other securities (other than a Share Reorganization),
          or a consolidation or merger of the Company with or into any other
          corporation or other entity (other than a consolidation or merger
          which does not result in any reclassification of the outstanding
          Common Shares or a change of the Common Shares into other shares), or
          a sale, conveyance or transfer of the undertaking or assets of the
          Company as an entirety or substantially as an entirety to another
          corporation or entity in which the holders of Common Shares are
          entitled to receive shares, other securities or property, including
          cash (any of such events being herein called a "CAPITAL
          REORGANIZATION"), any holder who exercises his right to subscribe for
          and purchase Common Shares pursuant to the exercise of Warrants after
          the effective date of such Capital Reorganization shall be entitled to
          receive, and shall accept for the same aggregate consideration in lieu
          of the number of Common Shares to which such holder was theretofore
          entitled upon such exercise, the aggregate number of shares, other
          securities or other property which such holder would have received as
          a result of such Capital Reorganization had he exercised his right to
          acquire Underlying Securities immediately prior to the effective date
          or record date, as the case may be, of the Capital Reorganization and
          had he been the registered holder of such Underlying Securities on
          such effective date or record date, as the case may be, subject to
          adjustment thereafter in accordance with provisions the same, as
          nearly as may be possible, as those contained in Sections 2.13(b) and
          (c) hereof. If determined appropriate by the directors, acting in good
          faith, appropriate adjustments shall be made as a result of any such
          Capital Reorganization in the application of the provisions set forth
          in this Section 2.13, with respect to the rights and interests



                                      -15-


          thereafter of the holder of a Warrant to the end that the provisions
          set forth in this Section 2.13 shall thereafter correspondingly be
          made applicable as nearly as may be reasonably possible in relation to
          any shares, other securities or other property thereafter deliverable
          upon the exercise of the Warrant. Any such adjustment shall be made by
          and set forth in an agreement supplemental hereto approved by action
          of the directors, acting in good faith, and shall for all purposes be
          conclusively deemed to be an appropriate adjustment.

     (f)  If and whenever at any time prior to the Expiry Time there shall occur
          a Share Reorganization, a Rights Offering, a Special Distribution or
          an Issuer Bid and any such event results in an adjustment to the
          Exercise Price pursuant to the provisions of this Section 2.13, the
          number of Common Shares purchasable upon the exercise of each Warrant
          (at the adjusted Exercise Price) shall be adjusted contemporaneously
          with the adjustment of the Exercise Price by multiplying the number of
          Common Shares theretofore purchasable on the exercise thereof by a
          fraction, the numerator of which shall be the applicable Exercise
          Price in effect immediately prior to such adjustment and the
          denominator of which shall be the applicable Exercise Price resulting
          from such adjustment.

     (g)  In case the Company after the date of issue of the Warrants shall take
          any action affecting the Common Shares, other than action described in
          this Section 2.13, which in the opinion of the directors, acting
          reasonably, would materially adversely affect the rights of the
          Warrantholders, the Exercise Price or the number of Common Shares
          purchasable upon the exercise of each Warrant shall be adjusted in
          such manner, if any, and at such time, by action of the directors,
          acting reasonably, as they may determine to be equitable in the
          circumstances, but subject in all cases to any necessary regulatory
          approvals.

2.14 ADJUSTMENT RULES

     For the purposes of Section 2.13, any adjustment shall be made successively
whenever an event referred to therein shall occur, subject to the following
provisions:

     (a)  all calculations shall be made to the nearest 1/100th of a Common
          Share;

     (b)  no adjustment to an Exercise Price shall be required unless such
          adjustment would result in a change of at least one per cent in the
          prevailing Exercise Price and no adjustment shall be made in the
          number of Common Shares which may be subscribed for upon exercise of
          the Warrant unless it would require a change of at least 1/100th of a
          Common Share; provided, however, that any adjustments which, except
          for the provisions of this Section 2.14(b) would otherwise have been
          required to be made shall be carried forward and taken into account in
          any subsequent adjustment;

     (c)  if any question shall arise with respect to adjustments provided for
          in this Article 2, such question shall, absent manifest error, be
          conclusively determined by a firm of chartered accountants appointed
          by the Company (who may be the Company's



                                      -16-


          auditors) and acceptable to the Trustee, acting reasonably; such
          chartered accountants shall have access to all necessary records of
          the Company and such determination shall be binding on the Company,
          the Trustee and the Warrantholders, absent manifest error. In the
          event that any such determination is made, the Company shall deliver a
          certificate to the Trustee describing such determination and
          confirming such consent;

     (d)  if the Company shall set a record date to determine the holders of its
          Common Shares for the purpose of entitling them to receive any
          dividend or distribution or any subscription or purchase rights,
          options or warrants and shall thereafter and before the distribution
          to such Shareholders of any such dividend, distribution or
          subscription or purchase rights legally abandon its plan to pay or
          deliver such dividend, distribution or subscription or purchase
          rights, then no adjustment in the Exercise Price or the number of
          Common Shares purchasable upon exercise of the warrant shall be
          required by reason of the setting of such record date; and

     (e)  as a condition precedent to the taking of any action which would
          require any adjustment in any of the subscription rights pursuant to
          any of the Warrants, the Company shall take any corporate action which
          may, in the opinion of counsel, be necessary in order that the Company
          have unissued and reserved in its authorized capital, and may validly
          and legally issue as fully paid and non-assessable, all of the
          Underlying Securities that the Warrantholders are entitled to receive
          on full exercise thereof in accordance with the provisions hereof.

2.15 POSTPONEMENT OF SUBSCRIPTION

     In any case where the application of Section 2.13 results in an increase in
the number of Common Shares issuable upon the exercise of the Warrants taking
effect immediately after the record date for a specific event, if any Warrant is
exercised after that record date and prior to completion of the event, the
Company may postpone the issuance to the holder of the Warrant of the Common
Shares to which such Warrantholder is entitled by reason of such adjustment but
such Common Shares shall be so issued and delivered to that holder upon
completion of that event, with the number of such Common Shares calculated on
the basis of the number of Common Shares on the date that the Warrant was
adjusted for completion of that event and the Company shall deliver to the
person or persons in whose name or names the Common Shares are to be issued an
appropriate instrument evidencing the right of such person or persons to receive
such Common Shares and the right to receive any dividends or other distributions
which, but for the provisions of this Section 2.15, such person or persons would
have been entitled to receive in respect of such Common Shares from and after
the date that the Warrant was exercised in respect thereof.

2.16 NOTICE OF ADJUSTMENT OF EXERCISE RIGHTS

     (a)  At least 10 days prior to the effective date or record date, as the
          case may be, of any event that requires or that may require an
          adjustment in any of the exercise rights pursuant to any of the
          Warrants, including the number of Underlying Securities that may be
          acquired upon the exercise thereof, the Company shall:



                                      -17-


          (i)  file with the Trustee a certificate of the Company specifying the
               particulars of such event (including the record date or the
               effective date for such event) and, if determinable, the required
               adjustment and the computation of such adjustment; and

          (ii) give notice to the Warrantholders of the particulars of such
               event (including the record date or the effective date for such
               event) and, if determinable, the required adjustment, in
               accordance with the provisions set out in Section 9.1.

     (b)  In case any adjustment for which a notice in Section 2.16(a) has been
          given is not then determinable, the Company shall promptly after such
          adjustment is determinable:

          (i)  file a certificate of the Company with the Trustee showing how
               such adjustment was computed; and

          (ii) give notice to the Warrantholders of the adjustment, in
               accordance with the provisions set out in Section 9.1.

     (c)  The Trustee may act and rely for all purposes upon any certificates
          and any other filed by the Company pursuant to this Section 2.16.

2.17 NO ACTION AFTER NOTICE

     The Company shall not take any other corporate action that might deprive
any Warrantholder of the opportunity to exercise Warrants during the 10 day
period after the giving of the notice set forth in Section 2.16(a).

2.18 NO DUTY TO INQUIRE

     Except as provided in Section 8.2, the Trustee shall not at any time be
under any duty or responsibility to any Warrantholder to determine whether any
facts exist which may require any adjustment contemplated by Sections 2.13 and
2.14, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed in making the same. The Trustee shall not
be accountable with respect to the validity or value (or the kind or amount) of
any securities or property which may at any time be issued or delivered upon the
exercise of any Warrant.

2.19 RIGHTS ISSUED IN RESPECT OF UNDERLYING SECURITIES ISSUED ON EXERCISE

     Each Common Share issued on the exercise of Warrants shall be entitled to
receive the appropriate number of purchase rights ("RIGHTS "), if any, that all
Common Shares are entitled to receive, and the certificates representing such
Common Shares shall bear such legends, if any, in each case as may be provided
by the terms of any shareholder rights agreement adopted by the Company, as the
same may be amended from time to time (a "RIGHTS AGREEMENT") provided that such
Rights Agreement requires that each Common Share issued on exercise of Warrants
at any time prior to the distribution of separate certificates representing the
Rights be entitled to



                                      -18-


receive such Rights, then, not withstanding anything else to the contrary in
this Indenture, there shall not be any adjustment made pursuant to this Article
2 as a result of the issuance of Rights, the distribution of separate
certificates representing the Rights, the exercise or redemption of such Rights
in accordance with any such Rights Agreement, or the termination or invalidation
of such Rights.

                                    ARTICLE 3
                              EXERCISE OF WARRANTS

3.1  METHOD OF EXERCISE OF WARRANTS

     (a)  Subject to Section 3.1(b), the holder of any Warrant may during the
          Exercise Period exercise the right thereby conferred on such holder to
          purchase the Underlying Securities to which such Warrant entitles the
          holder, by surrendering the certificate representing such Warrant to
          the Trustee at any time during the Exercise Period at its principal
          office in the City of Toronto, Ontario or at the principal office of
          the U.S. Agent in the City of Golden, Colorado (or at such additional
          place or places as may be decided by the Company from time to time
          with the approval of the Trustee), with: (i) a duly completed and
          executed exercise form substantially in the form set out on the
          Warrant Certificate and a Warrant Exercise Certification if no
          Registration Statement is available (in the form attached hereto as
          Schedule B); and (ii) a certified cheque, bank draft or money order
          payable at par to or to the order of Gryphon Gold Corporation in an
          amount equal to the Exercise Price multiplied by the number of
          Underlying Securities subscribed for. A Warrant Certificate with the
          duly completed and executed exercise form shall be deemed to be
          surrendered only upon personal delivery thereof to, or if sent by mail
          or other means of transmission upon actual receipt thereof by, the
          Trustee. If the holder subscribes for a lesser number of Underlying
          Securities than the aggregate number of Underlying Securities then
          issuable pursuant to the exercise of the Warrants represented by the
          Warrant Certificate surrendered, the holder shall be entitled to
          receive a further Warrant Certificate in respect of the Warrants
          represented by the Warrant Certificates that have not been exercised.
          Any such surrender for exercise shall be irrevocable.

     (b)  Notwithstanding any provision to the contrary contained in this
          Indenture, if the Company advises the Trustee in writing that the
          issuance of Common Shares upon the exercise of Warrants requires the
          maintenance of an effective Registration Statement, with respect to
          such Shares under the 1933 Act, in no event shall such Common Shares
          be issued unless the Common Shares are registered under the 1933 Act
          pursuant to an effective Registration Statement and the Company causes
          to be delivered to the holder a U.S. Prospectus; provided, however,
          that if the Registration Statement ceases to be effective, prior to
          the Expiry Time and for so long as the Registration Statement is not
          effective, subject to applicable law, a holder of any Warrant may only
          exercise the right to purchase Underlying Securities in the
          circumstances noted below:



                                      -19-


          (i)  exercise such Warrants, if the holder is not a U.S. Purchaser and
               the holder delivers a duly completed and executed Warrant
               Exercise Certification (in the form attached hereto as Schedule
               B) certifying that the holder: (A)(1) is not in the United
               States; (2) is not a U.S. Person and is not exercising the
               Warrants for, or on behalf or benefit of, a U.S. Person or person
               in the United States; (3) did not execute or deliver the Warrant
               Exercise Form in the United States; (4) agrees not to engage in
               hedging transactions with regard to the Securities prior to the
               expiration of the one-year distribution compliance period set
               forth in Rule 903(b)(3) of Regulation S; (5) acknowledges that
               the Common Shares issuable upon exercise of the Warrants are
               "restricted securities" as defined in Rule 144 of the 1933 Act
               and upon the issuance thereof, and until such time as the same is
               no longer required under the applicable requirements of the 1933
               Act or applicable U.S. state laws and regulations, the
               certificates representing the Common Shares will bear a
               restrictive legend; and (6) acknowledges that the Company shall
               refuse to register any transfer of the Securities not made in
               accordance with the provisions of Regulation S, pursuant to
               registration under the 1933 Act, or pursuant to an available
               exemption from registration under the 1933 Act; and (B) neither
               the Corporation nor the holder has engaged in any "directed
               selling efforts" (as defined in Regulation S) in the United
               States; or

          (ii) exercise such Warrants in a transaction that does not require
               registration under the 1933 Act or any applicable U.S. state laws
               and regulations and the holder has (A) delivered a duly completed
               and executed Warrant Exercise Certification (in the form attached
               hereto as Schedule B) certifying that the holder is exercising
               the Warrants pursuant to such exemptions and (B) furnished to the
               Company, prior to such exercise, an opinion of counsel of
               recognized standing in form and substance satisfactory to the
               Company to such effect; or

          (iii) if (A) the Current Market Price of one Common Share is greater
               than the Exercise Price (at the date of calculation as set forth
               below) and (B) a Registration Statement is not then effective, in
               lieu of exercising the Warrants by payment of cash, a holder may
               exercise such Warrants to receive the number of Common Shares
               determined in accordance with the formula set out below (and no
               more) by surrendering the certificate representing such Warrant
               to the company at its principal office with a copy to the trustee
               at its principal office in the City of Toronto, Ontario or at the
               principal office of the U.S. Agent in the City of Golden,
               Colorado (or at such additional place or places as may be decided
               by the Company from time to time with the approval of the
               Trustee), with a duly completed and executed Warrant Exercise
               Certification (in the form attached hereto as Schedule B)
               electing to exercise the Warrant without payment of the Exercise
               Price in cash (also referred to as a "cashless" exercise). Upon
               such election, the Company shall issue to the holder a number of
               Common Shares computed using the following formula:



                                      -20-


                                   X = Y (B-A)
                                       -------
                                          B

               Where X = the number of Common Shares to be issued to the holder.

                     Y = the number of Common Shares purchasable upon exercise
                         of all of the Warrant or, if only a portion of the
                         Warrant is being exercised, the portion of the Warrant
                         being exercised.

                     A = the Exercise Price.

                     B = the Current Market Price of one Common Share.

               The Company shall deliver to the Trustee a certificate setting
               out the calculation of the number of Common Shares to be issued
               to any holder within three(3) Business Days of a "cashless"
               exercise pursuant to this Section 3.1(b)(iii). No fractional
               shares shall be issued.

               If the holder exercises the right provided for in this Section
               3.1(b)(iii) in respect of a lesser number of Warrants than the
               aggregate number of Warrants represented by the Warrant
               Certificate surrendered, the holder shall be entitled to receive
               a further Warrant Certificate in respect of the Warrants
               represented by the Warrant Certificates that have not been
               exercised. Any such surrender for cashless exercise shall be
               irrevocable.

     (c)  Unless the Warrant is exercised pursuant to an effective Registration
          Statement or under the conditions set forth in Section 3.1(b)(iii),
          the certificate representing the Common Shares is issued upon exercise
          of the Warrant will bear legends restricting the transfer without
          registration under the U.S. Securities Act and applicable state
          securities laws and restricting transfer under the Toronto Stock
          Exchange, substantially in the form set forth below:

               THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
               SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
               SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE
               OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY,
               (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
               REGULATION S UNDER THE SECURITIES ACT, (III) IN COMPLIANCE WITH
               THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
               BY RULE 144 THEREUNDER, OR (IV) IN COMPLIANCE WITH ANOTHER
               EXEMPTION FROM REGISTRATION, IN EACH CASE AFTER PROVIDING A LEGAL
               OPINION OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH
               TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
               ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED
               HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S.
               SECURITIES LAWS.

               THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE
               TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES
               CANNOT BE TRADED THROUGH THE FACILITIES OF TSX



                                      -21-


               SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY
               CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY"
               IN SETTLMENT OF TRANSACTIONS ON TSX.

     (d)  If any Common Shares issuable upon the exercise of Warrants require
          the maintenance of a current Registration Statement, with respect to
          such Shares under the 1933 Act, the Company shall have the authority
          to suspend the exercise of any or all Warrants while such registration
          statement is not current. Similarly, a Holder residing in a state
          where a required registration or governmental approval of issuance of
          the Shares is not in effect as of or has not been obtained within a
          reasonable time after the surrender date of the Warrant Certificate
          for exercise shall not be entitled to exercise Warrants, unless in the
          opinion of counsel to the Company such registration or approval in
          such state shall not be required or the Company otherwise authorizes
          the issuance. In such event, the Warrant Holder shall be entitled to
          transfer the Warrants to others, but only prior to the Expiration Date
          for the Warrants being transferred. If no Registration Statement is
          effective at any time when any Warrant is exercised, such
          Warrantholder shall be notified forthwith by the Trustee that such
          Warrantholder is entitled, at his or her option, to exercise the
          Warrant only in accordance with the conditions set forth in Sections
          3.1(b)(i)-(iii) and upon delivery of a Warrant Exercise Certification
          (in the form attached hereto as Schedule B) to the Trustee and the
          Company.

     (e)  Any exercise form referred to in Section 3.1(a) shall be signed by the
          Warrantholder and shall specify the person or persons in whose name or
          names the Underlying Securities to be issued upon exercise are to be
          registered, such person's or persons' address or addresses and the
          number of Underlying Securities to be issued to each person if more
          than one is so specified. If any of the Underlying Securities issuable
          upon the exercise of Warrants by a holder are to be issued to a person
          or persons other than the Warrantholder, the signature(s) set out in
          the exercise form referred to in Section 3.1(a) shall be guaranteed by
          an Eligible Institution, and the Warrantholder shall pay to the
          Company or the Trustee all applicable transfer or similar taxes and
          the Company shall not be required to issue or deliver certificates
          evidencing Underlying Securities unless or until such Warrantholder
          shall have paid to the Company or the Trustee on behalf of the Company
          the amount of such tax or shall have established to the satisfaction
          of the Company that such tax has been paid or that no tax is due.

     (f)  Any Warrantholder may elect to make payment of the Exercise Price
          pursuant to Section 3.1(a) in United States dollars. In such an event,
          the Exercise Price payable by such Warrantholder shall be the United
          States dollar equivalent of the Exercise Price payable in United
          States dollars based on the Exchange Rate on the Business Day
          immediately preceding the date on which the relevant Warrant is
          exercised, rounded to the nearest tenth of a cent. At the request of
          the Trustee, the Company shall provide a certificate to the Trustee
          setting out the applicable Exchange Rate.



                                      -22-


     (g)  Notwithstanding that the Company may not have maintained a current
          Registration Statement in respect of Shares under the 1933 Act, no
          Warrantholder (whether a U.S. Purchaser or otherwise) shall have any
          right to receive, and the Company shall be under no obligation to pay
          to any Warrantholder (whether a U.S. Purchaser or otherwise), any cash
          amount or other consideration or compensation upon exercise of the
          Warrants, other than as expressly provided by this Indenture, and the
          Company shall not be under any obligation to redeem or otherwise
          purchase any Warrants in any circumstance; provided, however, that
          nothing in this clause shall limit or restrict any remedies of the
          Trustee or any Warrantholder or Warrantholders in respect of a breach
          by the Company of a representation, warranty or covenant hereunder,
          including without limitation the covenant in Section 4.1(i) of this
          Indenture.

3.2  EXPIRATION OF WARRANTS

     (a)  After the Expiry Time, all rights under any Warrant in respect of
          which the right of subscription and purchase herein and therein
          provided for shall not theretofore have been exercised shall wholly
          cease and terminate, and such Warrant shall be void and of no effect.

     (b)  Not less than 90 and not more than 120 days prior to the Expiry Date
          the Company shall issue a press release and publish a notice in a
          newspaper of general circulation in the City of Toronto, Ontario and a
          newspaper of general circulation in the City of New York, New York to
          the effect that the Warrants will terminate and become void as of the
          Expiry Time; provided that accidental error or omission in such press
          release or notice or accidental failure to issue such press release or
          publish such notice shall not extend the Exercise Period and
          accidental failure to issue such press release or publish such notice
          shall not give rise to any claim against or liability of the Company
          whatsoever arising from such failure.

3.3  EFFECT OF EXERCISE OF WARRANTS

     (a)  Upon compliance by the Warrantholder with the provisions of Section
          3.1, the Underlying Securities issuable upon the exercise of the
          Warrants shall be deemed to have been issued and the person to whom
          such Underlying Securities are to be issued shall be deemed to have
          become the holder of record of such Underlying Securities on the
          Exercise Date unless the transfer registers of the Company for the
          Underlying Securities shall be closed on such date, in which case the
          Underlying Securities subscribed for shall be deemed to have been
          issued and such person shall be deemed to have become the holder of
          record of such Underlying Securities on the date on which such
          transfer registers are reopened.

     (b)  Forthwith following the due exercise by a Warrantholder in accordance
          with Section 3.1 and the surrender of the Warrant Certificate(s)
          representing such Warrants as required by the terms thereof, the
          Trustee shall deliver to the Company a notice setting out the
          particulars of the Warrants exercised, the person



                                      -23-


          in whose name the Underlying Securities are to be issued and the
          address of such person.

     (c)  Funds in an amount equal to the aggregate Exercise Price of the
          Warrants exercised shall be forwarded by the Trustee to the Company
          forthwith upon the exercise of the Warrants.

     (d)  Within three Business Days of receipt of the notice referred to in
          Section 3.3(b), the Company shall cause to be mailed to the person in
          whose name the Underlying Securities issuable upon the exercise of the
          Warrants are to be issued, as specified in the completed exercise form
          attached to the Warrant Certificate, at the address specified in such
          exercise form, or, if so specified in such exercise form, cause to be
          made available for pick up by such person at the office of the Trustee
          or cause to be mailed to the office of the U.S. Agent to be made
          available for pick up by such person, a certificate or certificates
          for the Underlying Securities to which the Warrantholder is entitled.
          In addition, the Company shall cause to be delivered to the holder
          upon the exercise of the Warrants are to be issued a U.S. Prospectus
          with respect to the Common Shares issuable upon the exercise of the
          Warrants.

3.4  CANCELLATION OF WARRANT CERTIFICATES

     All Warrant Certificates surrendered to the Trustee pursuant to Section
2.6, 2.11, 3.1, or 9.7 shall be cancelled by the Trustee and the Trustee shall
record the cancellation of such Warrant Certificates on the register of holders
maintained by the Trustee pursuant to Section 2.8. The Trustee shall, if
required by the Company, furnish the Company with a certificate identifying the
Warrant Certificates so cancelled and deemed to have been cancelled. All
Warrants represented by Warrant Certificates that have been cancelled or have
been deemed to have been cancelled pursuant to this Section 3.4 shall be without
further force or effect whatsoever.

3.5  NO FRACTIONAL SHARES

     Notwithstanding anything herein contained, including any adjustment
provided for in Article 2, the Company shall not be required, upon the exercise
of any Warrants, to issue fractional Underlying Securities or to distribute
certificates which evidence fractional Underlying Securities. If more than one
Warrant shall be presented for exercise in full at the same time by the same
Warrantholder, the number of full Underlying Securities shall be issuable upon
the exercise thereof shall be computed on the basis of the aggregate number of
Underlying Securities purchasable on exercise of the Warrants so presented. If
any fraction of an Underlying Security would, except for the provisions of this
Section 3.5, be issuable upon the exercise of any such Warrants (or specified
portion thereof), the Company shall notify the Trustee in writing of the amount
to be paid in lieu of a fraction of an Underlying Security and concurrently pay
or provide to the Trustee for payment to the Warrantholder, an amount in cash
equal to the Current Market Price per Common Share on the Trading Day
immediately preceding the day the Warrant is surrendered for exercise,
multiplied by such fraction, computed to the nearest whole cent.



                                      -24-


3.6  SECURITIES RESTRICTIONS; LEGENDS

     Notwithstanding any provision to the contrary contained in this Indenture,
no Common Shares will be issued pursuant to the exercise of any Warrant if the
issuance of such securities would constitute a violation of the securities laws
of any applicable jurisdiction, and, without limiting the generality of the
foregoing, the Company will legend the certificates representing the Common
Shares if, in the opinion of counsel to the Company such legend is necessary in
order to avoid a violation of any securities laws of any applicable jurisdiction
or to comply with the requirements of any stock exchange on which the Common
Shares are listed, provided that if, at any time, in the opinion of outside
counsel to the Company, acting reasonably, such legends are no longer necessary
in order to avoid a violation of any such laws, or the holder of any such
legended certificate, at his expense, provides the Company with evidence
satisfactory in form and substance to the Company (which may include an opinion
of counsel of recognized standing satisfactory to the Company) to the effect
that such holder is entitled to sell or otherwise transfer such securities in a
transaction in which such legends are not required, such legended certificates
may thereafter be surrendered to the Company in exchange for a certificate which
does not bear such legends. For greater certainty, should no Registration
Statement be effective, the Company shall issue legended Underlying Securities
in accordance with Section 3.1(c).

                                    ARTICLE 4
                                    COVENANTS

4.1  GENERAL COVENANTS

     The Company covenants with the Trustee that so long as any Warrants remain
outstanding:

     (a)  It will at all times maintain its corporate existence and carry on and
          conduct its business in a proper and business-like manner;

     (b)  It will reserve a sufficient number of Common Shares to satisfy the
          rights of acquisition provided for herein.

     (c)  It will cause the Common Shares from time to time subscribed and paid
          for pursuant to the Warrants in the manner herein provided and the
          certificates representing such Common Shares to be duly issued and
          delivered in accordance with the Warrants and the terms hereof.

     (d)  The Warrant Certificates, when issued and certified as provided
          herein, shall represent legal, valid and binding obligations of the
          Company in respect of the Warrants evidenced thereby.

     (e)  All Common Shares that shall be issued upon exercise of the right to
          purchase provided for herein, upon payment of the Exercise Price,
          shall be issued as fully paid and non-assessable.

     (f)  It will use its commercially reasonable efforts to maintain the
          listing of the Common Shares on the TSX.



                                      -25-


     (g)  It will use its commercially reasonable efforts to maintain its status
          as a reporting issuer or equivalent not in default, and not be in
          default in any material respect of the applicable requirements of, the
          applicable securities laws of each of the provinces of Canada and the
          federal securities laws of the United States.

     (h)  If at any time no Registration Statement is effective, the Company
          will give notice to the Trustee forthwith and will give notice, in
          accordance with the provisions set out in Section 9.1, as soon as
          reasonably practicable, but in any event within 5 Business Days, after
          learning that no Registration Statement is effective. Such notice must
          be sent by fax, if possible, to any securities depositary that is a
          registered holder.

     (i)  It will use its commercially reasonable efforts to maintain the
          Registration Statement continuously effective under the 1933 Act.

     (j)  If, in the opinion of outside counsel, any instrument is required to
          be filed with, or any permission, order or ruling is required to be
          obtained from any securities administrator, regulatory agency or
          governmental authority in Canada or the United States or any other
          step is required under any federal or provincial law of Canada or any
          federal or state law of the United States before the Underlying
          Securities may be issued or delivered to a Warrantholder, the Company
          will use its reasonable efforts to file such instrument, obtain such
          permission, order or ruling or take all such other actions, at its
          expense, as are required.

     (k)  It will perform all its covenants and carry out all of the acts or
          things to be done by it as provided in this Indenture.

     The Company and the Trustee acknowledge and agree that: (i) none of the
foregoing covenants shall be interpreted or applied so as to prohibit or
restrict or otherwise limit the Company's ability, right and authority to
implement one or more of the actions contemplated by Section 2.13 or 7.2; and
(ii) the foregoing covenants shall be interpreted and applied following each
such action with reference to any successor to the Company and with reference to
any securities into which the Common Shares and/or the Warrants may be changed
or for which they may be exercisable as a result of such action or actions.

4.2  TRUSTEE REMUNERATION AND EXPENSES

     The Company covenants that it will pay to the Trustee the fees agreed to by
the Company and the Trustee from time to time for its services hereunder and
will pay or reimburse the Trustee upon its request for all reasonable expenses
and disbursements of the Trustee in the administration or execution of the
trusts hereby created (including the reasonable compensation and the
disbursements of its counsel and all other advisers, experts, accountants and
assistants not regularly in its employ) both before any default hereunder and
thereafter until all duties of the Trustee hereunder shall be finally and fully
performed, except any such expense or disbursement in connection with or related
to or required to be made as a result of the negligence, wilful misconduct or
bad faith of the Trustee.



                                      -26-


4.3  PERFORMANCE OF COVENANTS BY TRUSTEE

     If the Company should fail to perform any of its covenants contained in
this Indenture and the Company has not rectified such failure within 15 Business
Days after receiving written notice from the Trustee of such failure, the
Trustee may notify the Warrantholders of such failure on the part of the Company
or may itself perform any of the said covenants capable of being performed by
it, but shall be under no obligation to perform said covenants or to notify the
Warrantholders of such performance by it. All reasonable sums expended or
disbursed by the Trustee in so doing shall be repayable as provided in Section
4.2. No such performance, expenditure or disbursement by the Trustee shall be
deemed to relieve the Company of any default hereunder or of its continuing
obligations under the covenants herein contained.

                                    ARTICLE 5
                                   ENFORCEMENT

5.1  SUITS BY WARRANTHOLDERS

     All or any of the rights conferred upon a Warrantholder by the terms of
this Indenture may be enforced by such Warrantholder by appropriate legal
proceedings, but subject to the rights that are hereby conferred upon the
Trustee and subject to the provisions of Section 6.10. No Warrantholder shall
have any right to institute any action, suit or proceeding for the purpose of
the appointment of a liquidator or receiver or for a receiving order under
applicable bankruptcy or insolvency legislation or to have the Company wound up
or to file a proof of claim in any liquidation or bankruptcy proceedings unless:
(i) the Warrantholders by Extraordinary Resolution shall have made a request to
the Trustee and the Trustee shall have been afforded reasonable opportunity to
proceed to complete any action or suit for any such purpose whether or not on
its own; (ii) the Warrantholders or any of them shall have furnished to the
Trustee, once requested by the Trustee, sufficient funds or security and
indemnity satisfactory to it against costs, expenses and liabilities to be
incurred therein or thereby; and ( iii) the Trustee shall have failed to act
within a reasonable time or the Trustee shall have failed to have actively
pursued any such action, suit or proceeding.

                                    ARTICLE 6
                           MEETINGS OF WARRANTHOLDERS

6.1  RIGHT TO CONVENE MEETINGS

     The Trustee may at any time and from time to time, and shall on receipt of
a written request of the Company or of a Warrantholders' Request, convene a
meeting of the Warrantholders, provided that the Trustee is indemnified and
funded to its reasonable satisfaction by the Company or by the Warrantholders
signing such Warrantholders' Request against the costs, charges, expenses and
liabilities that may be incurred in connection with the calling and holding of
such meeting. If within 15 Business Days after the receipt of a written request
of the Company or a Warrantholders' Request and funding and indemnity given as
aforesaid the Trustee fails to give the requisite notice specified in Section
6.2 to convene a meeting, the Company or such Warrantholders, as the case may
be, may convene such meeting.



                                      -27-


Every such meeting shall be held in the City of Toronto, Ontario or at such
other place in Canada or the United States as may be approved by the Trustee.

6.2  NOTICE

     At least 21 days' prior notice of any meeting of Warrantholders shall be
given to the Warrantholders in the manner provided for in Section 9.1, and a
copy of such notice shall be delivered to the Trustee unless the meeting has
been called by it and to the Company unless the meeting has been called by it.
Such notice shall state the time and place of the meeting, the general nature of
the business to be transacted and shall contain such information as is
reasonably necessary to enable the Warrantholders to make a reasoned decision on
such matters, but it shall not be necessary for any such notice to set out the
terms of any resolution to be proposed or any of the provisions of this Article
6. The notice convening any such meeting may be signed by an appropriate officer
of the Trustee or of the Company or the person designated by the Warrantholders
convening the meeting, as the case may be.

6.3  CHAIR

     The Trustee may nominate in writing an individual to be chair of the
meeting and if no individual is so nominated, or if the individual so nominated
is not present within 15 minutes after the time fixed for the holding of the
meeting, the Warrantholders present in person or by proxy shall appoint an
individual present to be chair. The Chair of the meeting need not be a
Warrantholder.

6.4  QUORUM

     Subject to the provisions of Section 6.11, at any meeting of the
Warrantholders a quorum shall consist of Warrantholders present in person or
represented by proxy and holding or representing at least 25% of the aggregate
number of Warrants then unexercised and outstanding, provided that at least two
persons entitled to vote thereat are personally present. If a quorum of the
Warrantholders shall not be present within one half-hour from the time fixed for
holding any meeting, the meeting, if summoned by the Warrantholders or on a
Warrantholders' Request, shall be dissolved; but in any other case the meeting
shall be adjourned to the same day in the next week (unless such day is not a
Business Day in which case it shall be adjourned to the next following Business
Day) at the same time and place to the extent possible and, subject to the
provisions of Section 6.11, no notice of the adjournment need be given. Any
business may be brought before or dealt with at an adjourned meeting which might
have been dealt with at the original meeting in accordance with the notice
calling the same. At the adjourned meeting, the Warrantholders present in person
or represented by proxy shall form a quorum and may transact the business for
which the meeting was originally convened, notwithstanding that they may not
hold or represent at least 25% of the aggregate number of Warrants then
unexercised and outstanding. No business shall be transacted at any meeting
unless a quorum is present at the commencement of business.



                                      -28-


6.5  POWER TO ADJOURN

     The chair of any meeting at which a quorum of the Warrantholders is present
may, with the consent of the meeting, adjourn any such meeting, and no notice of
such adjournment need be given except such notice, if any, as the meeting may
prescribe.

6.6  SHOW OF HANDS

     Every question submitted to a meeting shall be decided in the first place
by a majority of the votes given on a show of hands except that votes on an
Extraordinary Resolution shall be given in the manner hereinafter provided. At
any such meeting, unless a poll is duly demanded as herein provided, a
declaration by the chair that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.

6.7  POLL AND VOTING

     On every Extraordinary Resolution, and when demanded by the chair or by one
or more of the Warrantholders acting in person or by proxy on any other question
submitted to a meeting and after a vote by show of hands, a poll shall be taken
in such manner as the chair shall direct. Questions other than those required to
be determined by Extraordinary Resolution shall be decided by a majority of the
votes cast on a poll. On a show of hands, every person who is present and
entitled to vote, whether as a Warrantholder or as proxy for one or more absent
Warrantholders, or both, shall have one vote. On a poll, each Warrantholder
present in person or represented by a proxy duly appointed by instrument in
writing shall be entitled to one vote in respect of each unexercised Warrant
held by him. A proxyholder need not be a Warrantholder. The chair of any meeting
shall be entitled, both on a show of hands and on a poll, to vote in respect of
the Warrants, if any, held or represented by him.

6.8  REGULATIONS

     Subject to the provisions of this Indenture, the Trustee or the Company
with the approval of the Trustee may from time to time make and from time to
time vary such regulations as it shall consider necessary or appropriate:

     (a)  for the deposit of instruments appointing proxies at such place and
          time as the Trustee, the Company or the Warrantholders convening the
          meeting, as the case may be, may in the notice convening the meeting
          direct;

     (b)  for the deposit of instruments appointing proxies at some approved
          place other than the place at which the meeting is to be held and
          enabling particulars of such instruments appointing proxies to be
          mailed or faxed before the meeting to the Company or to the Trustee at
          the place where the same is to be held and for the voting of proxies
          so deposited as though the instruments themselves were produced at the
          meeting;

     (c)  for the form of the instrument of proxy; and



                                      -29-


     (d)  generally for the calling of meetings of Warrantholders and the
          conduct of business thereat.

     Any regulations so made shall be binding and effective and the votes given
in accordance therewith shall be valid and shall be counted. Save as such
regulations may provide, the only persons who shall be recognized at any meeting
as a Warrantholder, or be entitled to vote or be present at the meeting in
respect thereof (subject to Section 6.9), shall be Warrantholders or persons
holding proxies of Warrantholders.

6.9  COMPANY, TRUSTEE AND COUNSEL MAY BE REPRESENTED

     The Company and the Trustee, by their respective employees, directors and
officers, and the counsel for each of the Company, the Warrantholders and the
Trustee may attend any meeting of the Warrantholders and speak thereto but shall
have no vote as such.

6.10 POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

     In addition to all other powers conferred upon them by any other provisions
of this Indenture or by law, the Warrantholders at a meeting shall have the
power, exercisable from time to time by Extraordinary Resolution:

     (a)  to agree with the Company to any modification, abrogation, alteration,
          compromise or arrangement of the rights of Warrantholders and/or,
          subject to the prior consent, the Trustee in its capacity as trustee
          hereunder or on behalf of the Warrantholders against the Company
          whether such rights arise under this Indenture or otherwise.

     (b)  to amend or repeal any Extraordinary Resolution previously passed or
          sanctioned by the Warrantholders;

     (c)  to direct or authorize the Trustee, subject to receipt of funding and
          indemnity, to enforce any of the covenants on the part of the Company
          contained in this Indenture or to enforce any of the rights of the
          Warrantholders in any manner specified in such Extraordinary
          Resolution or to refrain from enforcing any such covenant or right;

     (d)  to waive and direct the Trustee to waive any default on the part of
          the Company in complying with any provisions of this Indenture or
          Warrants, either unconditionally or upon any conditions specified in
          such Extraordinary Resolution;

     (e)  to assent to any change in or omission from the provisions contained
          herein or in the Warrant Certificates or any ancillary or supplemental
          instrument which is agreed to by the Company and to authorize the
          Trustee to concur in and execute any ancillary or supplemental
          indenture embodying the change or omission;



                                      -30-


     (f)  to assent to a compromise or arrangement with a creditor or creditors
          or a class or classes of creditors, whether secured or otherwise, and
          with holders of any shares or other securities of the Company;

     (g)  to restrain any Warrantholder from taking or instituting any suit,
          action or proceeding against the Company for the enforcement of any of
          the covenants on the part of the Company contained in this Indenture
          or Warrants or to enforce any of the rights of the Warrantholders;

     (h)  to direct any Warrantholder who, as such, has brought any suit, action
          or proceeding to stay or discontinue or otherwise deal with any such
          suit, action or proceeding, upon payment of the costs, charges and
          expenses reasonably and properly incurred by such Warrantholder in
          connection therewith; and

     (i)  power from time to time and at any time to remove the Trustee and
          appoint a successor trustee;

provided, however, that Trustee and the Company shall be bound by any
Extraordinary Resolution varying the rights or protections of the Trustee
hereunder without its consent.

6.11 MEANING OF EXTRAORDINARY RESOLUTION

     (a)  The expression "EXTRAORDINARY RESOLUTION" when used in this Indenture
          means, subject as hereinafter in this Section 6.11 and in Section 6.14
          provided, a resolution proposed at a meeting of Warrantholders duly
          convened for that purpose and held in accordance with the provisions
          of this Article 6 at which there are present in person or represented
          by proxy Warrantholders holding at least 25% of the aggregate number
          of then outstanding unexercised Warrants and passed by the affirmative
          votes of Warrantholders holding not less than 66-2/3% of the aggregate
          number of the then outstanding unexercised Warrants represented at the
          meeting and voted on a poll upon such resolution.

     (b)  If, at any meeting called for the purpose of passing an Extraordinary
          Resolution, Warrantholders holding at least 25% (50% for any
          Extraordinary Resolution that would increase the Exercise Price,
          reduce the number of Underlying Securities issuable upon exercise of
          Warrants (other than pursuant to adjustments provided for herein) or
          shorten the Exercise Period) of the aggregate number of then
          outstanding unexercised Warrants are not present in person or by proxy
          within one half-hour after the time appointed for the meeting, then
          the meeting, if convened by Warrantholders or on a Warrantholders'
          Request, shall be dissolved; but in any other case it shall stand
          adjourned to such day, being not less than four or more than 10
          Business Days later, and to such place in Canada and the United States
          and time as may be appointed by the Chairman. Not less than three
          Business Days' prior notice shall be given of the time and place of
          such adjourned meeting in the manner provided in Article 9. Such
          notice shall state that at the adjourned meeting the Warrantholders
          present in person or represented by proxy shall form a quorum but it
          shall not be necessary to set forth the purposes for



                                      -31-


          which the meeting was originally called or any other particulars. At
          the adjourned meeting the Warrantholders present in person or
          represented by proxy shall form a quorum and may transact the business
          for which the meeting was originally convened and a resolution
          proposed at such adjourned meeting and passed by the requisite vote as
          provided in Section 6.11(a) shall be an Extraordinary Resolution
          within the meaning of this Indenture notwithstanding that
          Warrantholders holding at least 25% or 50%, as the case may be, of the
          aggregate number of then outstanding unexercised Warrants are not
          present in person or represented by proxy at such adjourned meeting.

     (c)  Votes on an Extraordinary Resolution shall always be given on a poll
          and no demand for a poll on an Extraordinary Resolution shall be
          necessary.

6.12 POWERS CUMULATIVE

     It is hereby declared and agreed that any one or more of the powers or any
combination of the powers in this Indenture stated to be exercisable by the
Warrantholders by Extraordinary Resolution or otherwise may be exercised from
time to time and the exercise of any one or more of such powers or any
combination of powers from time to time shall not be deemed to exhaust the right
of the Warrantholders to exercise such powers or combination of powers then or
thereafter from time to time.

6.13 MINUTES

     Minutes of all resolutions and proceedings at every meeting of
Warrantholders shall be made and duly entered in books to be from time to time
provided for that purpose by the Trustee at the reasonable expense of the
Company, and any such minutes as aforesaid, if signed by the chair of the
meeting at which such resolutions were passed or proceedings held, or by the
chair of the next succeeding meeting of the Warrantholders, shall be prima facie
evidence of the matters therein stated and, until the contrary is proved, every
such meeting in respect of the proceedings of which minutes shall have been made
shall be deemed to have been duly convened and held, and all resolutions passed
thereat or proceedings taken shall be deemed to have been duly passed and taken.

6.14 INSTRUMENTS IN WRITING

     All actions that may be taken and all powers that may be exercised by the
Warrantholders at a meeting held as provided in this Article 6 also may be taken
and exercised by Warrantholders holding, in the case of such actions and powers
not requiring an Extraordinary Resolution, at least 51%, and, in the case of
such actions and powers requiring an Extraordinary Resolution, at least 66-2/3%,
of the aggregate number of then outstanding unexercised Warrants by an
instrument in writing signed in one or more counterparts by such Warrantholders
in person or by attorney duly appointed in writing, and the expression
"EXTRAORDINARY RESOLUTION" when used in this Indenture shall include an
instrument so signed.



                                      -32-


6.15 BINDING EFFECT OF RESOLUTIONS

     Every resolution and every Extraordinary Resolution passed in accordance
with the provisions of this Article 6 at a meeting of Warrantholders shall be
binding upon all the Warrantholders, whether present at or absent from such
meeting, and every instrument in writing signed by Warrantholders in accordance
with Section 6.14 shall be binding upon all the Warrantholders, whether
signatories thereto or not, and each and every Warrantholder and the Trustee
(subject to the provisions for indemnity herein contained) shall be bound to
give effect accordingly to every such resolution and instrument in writing. In
the case of an instrument in writing, the Trustee shall give notice in the
manner contemplated in Section 9.1 of the effect of the instrument in writing to
all Warrantholders and the Company as soon as is reasonably practicable.

6.16 HOLDINGS BY THE COMPANY OR SUBSIDIARIES DISREGARDED

     In determining whether Warrantholders holding the required number of
outstanding and unexercised Warrants there are present in person or represented
by proxy at a meeting of Warrantholders for the purpose of determining a quorum
or have concurred in any consent, waiver, Extraordinary Resolution,
Warrantholders' Request or other action under this Indenture, Warrants owned
legally or beneficially by the Company or any subsidiary (as that term is
defined in the Securities Act (Ontario)) of the Company shall be disregarded.
The Company shall provide to the Trustee, upon request, a certificate of the
Company detailing the number of Warrants owned legally or beneficially by the
Company or any subsidiary (as that term is defined in the Securities Act
(Ontario)) of the Company, together with the registration thereof.

                                    ARTICLE 7
                             SUPPLEMENTAL INDENTURES

7.1  SUPPLEMENTAL INDENTURES

     From time to time the Company and the Trustee may, subject to the
provisions of this Indenture, and shall, when so directed by this Indenture,
execute and deliver by their proper officers, indentures or instruments
supplemental hereto, which thereafter shall form part hereof, for any one or
more or all of the following purposes:

     (a)  setting forth adjustments in the application of Article 2;

     (b)  adding to the provisions hereof such additional covenants and
          enforcement provisions as in the opinion of counsel are necessary or
          advisable, provided that the same are acceptable to the Trustee;

     (c)  giving effect to any Extraordinary Resolution passed as provided in
          Article 6;

     (d)  making such provisions not inconsistent with this Indenture as may be
          necessary or desirable with respect to matters or questions arising
          hereunder, provided that such provisions are acceptable to the
          Trustee;



                                      -33-


     (e)  adding to or amending the provisions hereof in respect of the transfer
          of Warrants, making provision for the exchange of Warrants, and making
          any modification in the forms of the certificates for the Warrants
          that does not affect the substance thereof;

     (f)  making any additions to, deletions from or alterations of the
          provisions of this Indenture which, in the opinion of the Trustee do
          not materially and adversely affect the interests of the
          Warrantholders and are necessary or advisable in order to incorporate,
          reflect or comply with any Applicable Legislation; and

     (g)  for any other purpose not inconsistent with the terms of this
          Indenture, including the correction or rectification of any
          ambiguities, defective or inconsistent provisions, errors or omissions
          herein, provided that the same is acceptable to the Trustee,

provided, however, that no amendment may be made to this Indenture, by
supplement or otherwise, without the prior written consent of each of the TSX
(to the extent required by the rules and regulations thereof).

7.2  SUCCESSOR CORPORATIONS

     In the case of the consolidation, amalgamation, arrangement, merger or
transfer of the undertaking or assets of the Company as an entirety or
substantially as an entirety to another person (a "SUCCESSOR"), forthwith
following the occurrence of such event the successor resulting from such
consolidation, amalgamation, arrangement, merger or transfer (if not the
Company) shall expressly assume, by supplemental indenture satisfactory in form
to the Trustee and executed and delivered to the Trustee, the due and punctual
performance and observance of each and every covenant and condition of this
Indenture to be performed and observed by the Company, and in any event, shall
be bound by the provisions hereof and all obligations for the due and punctual
performance and observance of each and every covenant and obligation contained
in this Indenture to be performed by the Company. Such changes may be made in
the Warrants as may be appropriate in view of such consolidation, amalgamation,
arrangement, merger or transfer and as may be necessary to ensure that the
Warrantholders are not adversely affected by such consolidation.

                                    ARTICLE 8
                             CONCERNING THE TRUSTEE

8.1  TRUST INDENTURE LEGISLATION

     (a)  In this Article, the term "APPLICABLE LEGISLATION" means the
          provisions, if any, of any statute of Canada or the United States or a
          province or territory of Canada or a state of the United States and
          the regulations under any such named or other statute relating to
          trust indentures and/or to the rights, duties and obligations of
          trustees and of corporations under trust indentures, to the extent
          that such provisions are at the time in force and applicable to this
          Indenture.



                                      -34-


     (b)  If and to the extent that any provision of this Indenture limits,
          qualifies or conflicts with a mandatory requirement of Applicable
          Legislation, such mandatory requirement shall prevail.

     (c)  The Company and the Trustee agree that each will at all times in
          relation to this Indenture and any action to be taken hereunder
          observe and comply with and be entitled to the benefit of Applicable
          Legislation.

8.2  RIGHTS AND DUTIES OF TRUSTEE

     (a)  In the exercise of the rights and duties prescribed or conferred by
          the terms of this Indenture, the Trustee shall act honestly and in
          good faith with a view to the best interests of the Warrantholders and
          shall exercise the degree of care, diligence and skill that a
          reasonably prudent trustee would exercise in comparable circumstances.
          No provision of this Indenture shall be construed to relieve the
          Trustee from, or require any other person to indemnify the Trustee
          against, liability for its own negligence, wilful misconduct or bad
          faith.

     (b)  Subject only to Section 8.2(a), the Trustee shall not be bound to do
          or take any act, action or proceeding for the enforcement of any of
          the obligations of the Company under this Indenture unless and until
          it shall have received a Warrantholders' Request specifying the act,
          action or proceeding that the Trustee is requested to take. The
          obligation of the Trustee to commence or continue any act, action or
          proceeding for the purpose of enforcing any rights of the Trustee or
          the Warrantholders hereunder shall be conditional upon the
          Warrantholders furnishing, when required by notice in writing by the
          Trustee, sufficient funds to commence or continue such act, action or
          proceeding and an indemnity reasonably satisfactory to the Trustee to
          protect and hold harmless the Trustee against the costs, charges,
          expenses and liabilities to be incurred thereby and any loss and
          damage it may suffer by reason thereof. None of the provisions
          contained in this Indenture shall require the Trustee to expend or
          risk its own funds or otherwise incur financial liability in the
          performance of any of its duties or in the exercise of any of its
          rights or powers unless indemnified as aforesaid.

     (c)  The Trustee may, before commencing or at any time during the
          continuance of any such act, action or proceeding, require the
          Warrantholders, at whose instance it is acting, to deposit with the
          Trustee the Warrants held by them, for which Warrants the Trustee
          shall issue receipts.

     (d)  Every provision of this Indenture that by its terms relieves the
          Trustee of liability or entitles it to rely upon any evidence
          submitted to it is subject to the provisions of Applicable
          Legislation, of this Section 8.2 and of Section 8.3.

8.3  EVIDENCE, EXPERTS AND ADVISERS

     (a)  In addition to the reports, certificates, opinions and other evidence
          required by this Indenture, the Company shall furnish to the Trustee
          such additional evidence of compliance with any provision hereof in
          such form as may be prescribed by



                                      -35-


          Applicable Legislation, or as the Trustee may reasonably require by
          written notice to the Company.

     (b)  In the exercise of its rights and duties hereunder, the Trustee may,
          if it is acting in good faith, rely as to the truth of the statements
          and the accuracy of the opinions expressed therein, upon statutory
          declarations, opinions, reports, written requests, consents or orders
          of the Company, certificates of the Company or other evidence
          furnished to the Trustee, provided that such evidence complies with
          Applicable Legislation and the Trustee examines the same and
          determines that such evidence complies with the applicable
          requirements of this Indenture.

     (c)  Whenever Applicable Legislation requires that evidence referred to in
          Section 8.3(a) be in the form of a statutory declaration, the Trustee
          may accept such statutory declaration in lieu of a certificate of the
          Company required by any provision hereof. Any such statutory
          declaration may be made by one or more of the chairman of the board of
          directors, the chief executive officer, the president, the secretary,
          a senior vice-president or a vice-president of the Company.

     (d)  Proof of the execution of an instrument in writing, including a
          Warrantholders' Request, by any Warrantholder may be made by the
          certificate of a notary public, or other officer with similar powers,
          that the person signing such instrument acknowledged to him the
          execution thereof, or by an affidavit of a witness to such execution
          or in any other manner that the Trustee may consider adequate.

     (e)  The Trustee may employ or retain such counsel, accountants or other
          experts or advisers as it may reasonably require for the purpose of
          determining and discharging its duties hereunder, may act on and rely
          upon the advice or opinions so obtained and may pay reasonable
          remuneration for all services so performed by any of them, and shall
          not be responsible for any misconduct on the part of such experts or
          advisors who have been appointed with due care by the Trustee. The
          Company shall pay, or reimburse the Trustee for, the costs of
          obtaining such advice in accordance with Section 4.2.

8.4  DOCUMENTS HELD BY TRUSTEE

     (a)  Any securities, documents of title or other instruments that may at
          any time be held by the Trustee subject to the trusts hereof may be
          placed in the deposit vaults of the Trustee or of any Canadian
          chartered bank or trust company or deposited for safekeeping with any
          such bank or trust company.

     (b)  Unless herein otherwise expressly provided, any money held pending the
          application or withdrawal thereof under any provision of this
          Indenture may be deposited in the name of the Trustee in any Schedule
          A Canadian chartered bank at the rate of interest then current on
          similar deposits or, with the consent of the Company, may be:



                                      -36-


          (i)  deposited in the deposit department of the Trustee or of any
               other loan or trust company authorized to accept deposits under
               the laws of Canada or a province thereof; or

          (ii) invested in securities issued or guaranteed by the Government of
               Canada or a province thereof or in obligations, maturing not more
               than one year from the date of investment, of any Schedule A
               Canadian chartered bank.

     (c)  All interest or other income received by the Trustee in respect of
          deposits and investments will belong to the Company.

8.5  ACTIONS BY TRUSTEE TO PROTECT INTERESTS

     The Trustee shall have the power to institute and to maintain such actions
and proceedings as it may consider necessary or expedient to preserve, protect
or enforce its interests and the interests of the Warrantholders.

8.6  TRUSTEE NOT REQUIRED TO GIVE SECURITY

     Subject to the provisions of this Indenture and Applicable Legislation, the
Trustee shall not be required to give any bond or security in respect of the
execution of the trusts and powers of this Indenture or otherwise.

8.7  PROTECTION OF TRUSTEE

     By way of supplement to the provisions of any law for the time being
relating to trustees, it is expressly declared and agreed as follows:

     (a)  The Trustee shall not be liable for or by reason of any statements of
          fact or recitals in this Indenture (except the representation
          contained in Section 8.9) or be required to verify the same.

     (b)  Nothing herein contained shall impose any obligation on the Trustee to
          see to or to require evidence of the registration or filing (or
          renewal thereof) of this Indenture or any instrument ancillary or
          supplemental hereto.

     (c)  The Trustee shall not be bound to give notice to any person of the
          execution hereof.

     (d)  The Trustee shall not incur any liability or responsibility whatsoever
          or be in any way responsible for the consequence of any breach on the
          part of the Company of any of the covenants herein contained or of any
          acts of any directors, officers, employees, agents or servants of the
          Company.

8.8  REPLACEMENT OF TRUSTEE

     (a)  The Trustee may resign its trust and be discharged from all further
          duties and liabilities hereunder by giving to the Company not less
          than 45 days' prior notice



                                      -37-


          in writing or such shorter prior notice as the Company may accept as
          sufficient. The Warrantholders by Extraordinary Resolution shall have
          the power at any time to remove the existing Trustee and to appoint a
          new trustee. In the event of the Trustee resigning or being removed as
          aforesaid or being dissolved, becoming bankrupt, going into
          liquidation or otherwise becoming incapable of acting hereunder, the
          Company shall forthwith appoint a new trustee unless a new trustee has
          already been appointed by the Warrantholders; failing such appointment
          by the Company, within 10 days the retiring Trustee or any
          Warrantholder may apply to a justice of the Ontario Court (General
          Division) at the Company's expense, on such notice as such justice may
          direct, for the appointment of a new trustee; but any new trustee so
          appointed by the Company or by the Court shall be subject to removal
          as aforesaid by the Warrantholders. Any new trustee appointed under
          any provision of this Section 8.8 shall be a corporation authorized to
          carry on the business of a trust company in the Province of Ontario
          such other jurisdiction as may be required by Applicable Legislation
          and shall maintain an office or agency in the City of Golden, Colorado
          where Warrants may be exercised pursuant to Section 3.1 or transferred
          pursuant to Section 2.9. On any such appointment, the new trustee
          shall be vested with the same powers, rights, duties and
          responsibilities as if it had been originally named herein as Trustee
          without any further assurance, conveyance, act or deed; but there
          shall be immediately executed, at the expense of the Company, all such
          conveyances or other instruments as may, in the opinion of counsel, be
          necessary or advisable for the purpose of assuring the same to the new
          trustee, provided that any resignation or removal of the Trustee and
          appointment of a successor trustee shall not become effective until
          the successor trustee shall have executed an appropriate instrument
          accepting such appointment and, at the request of the Company, the
          predecessor Trustee, upon payment of its outstanding remuneration and
          expenses, shall execute and deliver to the successor trustee an
          appropriate instrument transferring to such successor trustee all
          rights and powers of the predecessor Trustee hereunder.

     (b)  Upon the appointment of a successor trustee, the Company shall
          promptly notify the Warrantholders thereof.

     (c)  Any corporation into or with which the Trustee may be merged or
          consolidated or amalgamated, or any corporation succeeding to the
          trust business of the Trustee, shall be the successor to the Trustee
          hereunder without any further act on its part or of any of the parties
          hereto, provided that such corporation would be eligible for
          appointment as a new trustee under Section 8.8(a).

     (d)  Any Warrants certified but not delivered by a predecessor trustee may
          be certified by the successor trustee in the name of the predecessor
          or successor trustee.

8.9  CONFLICT OF INTEREST

     (a)  The Trustee represents to the Company that at the time of execution
          and delivery hereof no material conflict of interest exists which it
          is aware of in the Trustee's



                                      -38-


          role as a fiduciary hereunder and agrees that in the event of a
          material conflict of interest arising which it becomes aware of
          hereafter it will, within 90 days after ascertaining that it has such
          a material conflict of interest, either eliminate the same or resign
          its trust hereunder to a successor trustee approved by the Company. If
          any such material conflict of interest exists or hereafter shall
          exist, the validity and enforceability of this Indenture and the
          Warrants shall not be affected in any manner whatsoever by reason
          thereof.

     (b)  Subject to Section 8.9(a), the Trustee, in its personal or any other
          capacity, may buy, lend upon and deal in securities of the Company and
          generally may contract and enter into financial transactions with the
          Company or any subsidiary of the Company without being liable to
          account for any profit made thereby.

8.10 ACCEPTANCE OF TRUSTS

     The Trustee hereby accepts the trusts in this Indenture declared and
provided for and agrees to perform the same upon the terms and conditions herein
set forth, and to hold all rights, interests and benefits contained herein for
and on behalf of those persons who become Warrantholders from time to time.

8.11 TRUSTEE NOT TO BE APPOINTED RECEIVER

     Neither the Trustee nor any person related to the Trustee shall be
appointed a receiver or receiver and manager or liquidator of all or any part of
the assets or undertaking of the Company.

8.12 INDEMNITY OF TRUSTEE

     The Company hereby indemnifies and holds harmless the Trustee and its
officers from and against all reasonable costs, liabilities, expenses and
disbursements (including reasonable legal fees and disbursements) that it might
incur or to which it might have become subject in any action, suit or other
similar legal proceeding that might be instituted against the Trustee arising
from or out of any act, omission or error of the Trustee arising pursuant to
this Indenture, provided that the Trustee acted in accordance with the standards
set forth in Section 8.2 and that any such act, omission or error did not
constitute negligence, wilful misconduct or bad faith on the part of the
Trustee. This Section 8.12 shall survive the resignation or removal of the
Trustee or the termination of this Indenture.

8.13 NOTICE

     (a)  The Trustee shall not be bound to give any notice or to do or take any
          act, action, or proceeding by virtue of the powers conferred on it
          hereby unless and until it shall have been required so to do under the
          terms hereof and the Trustee shall not be required to take notice of
          any default of the Company hereunder unless and until notified in
          writing of the default (which notice must specify the nature of the
          default) and, in the absence of such notice, the Trustee may for all
          purposes hereunder conclusively assume that no default by the Company
          hereunder has occurred. The giving of any notice shall in no way limit
          the discretion of the



                                      -39-


          Trustee hereunder as to whether any action is required to be taken in
          respect of any default hereunder.

     (b)  Whenever any confirmation or instruction is required to be given to
          the Trustee pursuant to this Indenture, such confirmation or
          instruction must be in writing to be valid and effectively given.

8.14 ADDITIONAL PROVISIONS

     (a)  All determination with respect to the validity of the exercise of
          Warrants, including the determination of the time of receipt by the
          Trustee of any Warrant Certificate or any other documents or
          instruments to be delivered in connection with the exercise of any
          Warrants, shall be determined by the Trustee in its sole and absolute
          discretion. The determination thereof by the Trustee shall be final
          and binding upon the Company and all Warrantholders affected by such
          determination.

     (b)  The Trustee shall not be liable for any error of judgment made in good
          faith by a responsible officer or employee, unless it shall be proved
          that the Trustee was negligent.

     (c)  The Trustee shall not be accountable with respect to the validity or
          value of any Underlying Securities which may at any time be issued and
          delivered upon the exercise of any Warrant.

     (d)  The Trustee shall not be responsible for any failure of the Company to
          make any cash payment to issue, transfer or deliver the Underlying
          Securities upon the surrender of any Warrant for the purpose of
          exercise.

                                    ARTICLE 9
                                     GENERAL

9.1  NOTICE

     (a)  Unless herein otherwise expressly provided, any notice, document or
          thing required or permitted to be given or delivered hereunder shall
          be deemed to be properly given or delivered if:

          (i)  delivered in person to the address set out below and acknowledged
               by written receipt signed by the person receiving such notice;

          (ii) telecopied and confirmed by prepaid registered letter addressed
               to the party receiving such notice at its respective addresses
               set out below; or

          (iii) sent by prepaid registered letter (provided that any notice to
               be so given is not unlikely to reach its destination as a result
               of any actual or threatened interruption of mail services) or
               courier delivery addressed to the party receiving such notice at
               its respective address set out below:



                                      -40-


the Company:     Gryphon Gold Corporation
                 Suite 810, Box 36
                 1130 West Pender Street
                 Vancouver, B.C. V6E 4A4

                 Attention: Chief Financial Officer
                 Fax: (604) 608-3262

with a copy to:  Gryphon Gold Corporation
                 390 Union Boulevard, Suite 360
                 Lakewood, Colorado
                 80228

                 Attention: Chief Financial Officer

the Trustee:     Computershare Trust Company of Canada
                 1500 University Street, Suite 700
                 Montreal, Quebec H2A 3S8

                 Attention: Manager, Corporate Trust
                 Fax: (514) 982-7677

a Warrantholder: the address appearing in the register of holders

     (b)  Any notice or delivery given in accordance with this Section 9.1 shall
          be deemed to have been given and received:

          (i)  if delivered in person in accordance with Section 9.1(a)(i), on
               the day of delivery in person (provided that such day is a
               Business Day at the place of receipt and delivery occurs prior to
               4:00 p.m. (local time of the recipient) and, if it is not, on the
               next following Business Day);

          (ii) if telecopied in accordance with Section 9.1(a)(ii) during the
               business hours of the recipient, on the date of receipt of the
               telecopy (provided that such day is a Business Day at the place
               of receipt and, if it is not, on the next following Business Day)
               and if telecopied other than during business hours, on the next
               following Business Day; and

          (iii) if sent by prepaid registered letter or courier delivery in
               accordance with Section 9.1(a)(iii), on the date the letter is
               actually received by the addressee.

     (c)  For greater certainty, a letter delivered by courier where such
          courier obtains a written acknowledgment of receipt from the party
          receiving the letter shall be considered a delivery in person in
          accordance with Section 9.1(a)(i) rather than the sending of a letter
          in accordance with Section 9.1(a)(iii).



                                      -41-


     (d)  The Company or the Trustee, as the case may be, may from time to time
          by notice in writing delivered in accordance with Section 9.1 change
          its address for purposes hereof.

9.2  ACCIDENTAL FAILURE TO GIVE NOTICE TO WARRANTHOLDERS

     Accidental error or omission in giving notice or accidental failure to give
notice to any Warrantholder shall not invalidate any action or proceeding
founded thereon.

9.3  COUNTERPARTS AND FORMAL DATE

     This Indenture may be executed in several counterparts, each of which when
so executed shall be deemed to be an original and such counterparts together
shall constitute one and the same instrument and notwithstanding their date of
execution shall be deemed to be dated as of the date hereof.

9.4  SATISFACTION AND DISCHARGE OF INDENTURE

     Upon the earlier of: (i) the date by which all Warrants theretofore
certified hereunder have been cancelled or deemed to be cancelled in accordance
with Section 3.4; and (ii) the Expiry Time, this Indenture, except to the extent
that Underlying Securities and certificates therefor have not been issued and
delivered hereunder or the Company has not performed any of its obligations
hereunder, shall cease to be of further effect in respect of the Company, and
the Trustee, on written demand of and at the cost and expense of the Company,
and upon delivery to the Trustee of a certificate of the Company stating that
all conditions precedent to the satisfaction and discharge of this Indenture
have been complied with and upon payment to the Trustee of the expenses, fees
and other remuneration payable to the Trustee, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; provided that if
the Trustee has not then performed any of its obligations hereunder, any such
satisfaction and discharge of the Company's obligations hereunder shall not
affect or diminish the rights of any Warrantholder or the Company against the
Trustee.

9.5  PROVISIONS OF INDENTURE AND WARRANTS FOR THE SOLE BENEFIT OF PARTIES AND
     WARRANTHOLDERS

     Nothing in this Indenture, expressed or implied, shall give or be construed
to give to any person other than the parties hereto and the holders from time to
time of the Warrants any legal or equitable right, remedy or claim under this
Indenture, or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
the Warrantholders.

9.6  LANGUAGE

     The parties hereto confirm their express wish that this Indenture and all
documents and agreements directly or indirectly relating thereto be drawn up in
the English language. Notwithstanding such express wish, the parties agree that
any such document or agreement, or any part thereof or of this Indenture, may be
drawn up in the French language.



                                      -42-


     Les parties aux presentes confirment leur volonte expresse que la presente
convention ainsi que tous les documents et conventions s'y rattachant
directement ou indirectement soient rediges en anglais. Nonobstant cette volonte
expresse, les parties aux presentes conviennent que la presente convention ainsi
que tous les documents et conventions s'y rattachant directement ou
indirectement, ou toute partie de ceux-ci, puissent etre rediges en francais.

9.7  PURCHASE OF WARRANTS BY COMPANY

     Subject to applicable law, the Company may from time to time purchase on
any stock exchange in the open market, by invitation for tender, by private
contract or otherwise any of the Warrants, on such terms as the Company may
determine. Any such purchase may be made in such manner, from such persons, on
such other terms and at such prices as the Company in its sole discretion may
determine. The Warrant Certificates representing the Warrants purchased pursuant
to this Section 9.7 shall forthwith be delivered to and cancelled by the
Trustee. If requested by the Company, the Trustee shall furnish the Company with
a certificate as to such destruction.

9.8  ASSIGNMENT

     This Indenture may not be assigned by either party hereto without the
consent in writing of the other party. This Indenture shall enure to and bind
the parties and their lawful successors and permitted assigns.

9.9  NO WAIVER, ETC.

     No act, omission, delay, acquiescence or course of conduct on the part of
the party hereto, other than a specific written instrument, shall constitute a
waiver of or consent to any breach or default by the other party hereto, or
affect or limit the right of the party to insist on strict or timely performance
of the obligation of the other party.

9.10 FURTHER ASSURANCES

     Each of the parties hereto shall do or cause to be done all such acts and
things and execute such further documents, agreements and assurances as may
reasonably be necessary or advisable from time to time to carry out the
provisions of this Indenture in accordance with their true intent.

     IN WITNESS WHEREOF the parties hereto have executed this Indenture under
the hands of their proper officers in that behalf.

                                           GRYPHON GOLD CORPORATION


                                           by
                                              ----------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------


                                           by
                                              ----------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------


                                           COMPUTERSHARE TRUST COMPANY OF CANADA


                                           by
                                              ----------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------


                                           by
                                              ----------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------



                                      -43-


                                   SCHEDULE A
                          FORM OF WARRANT CERTIFICATE/
                                    ANNEXE A
                       FORMULAIRE DE BONS DE SOUSCRIPTION

Copy of specimen warrant certificate attached.


                     *French translation has been omitted.


     VOID AFTER 5:00 P.M. (TORONTO TIME) ON THE EXPIRY DATE REFERENCED BELOW

No./No

                      WARRANTS TO PURCHASE COMMON SHARES OF
                            GRYPHON GOLD CORPORATION
              (INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA)

NUMBER OF WARRANTS : __________                                         CUSIP __

THIS CERTIFIES that, for value received, the holder hereof

COMPUTERSHARE TRUST COMPANY OF CANADA

is the registered holder of the number of common share purchase warrants (the
"WARRANTS") stated above and is entitled at any time at or after the date hereof
and prior to 5:00 p.m. (Toronto time) on __ (the "EXPIRY TIME") to purchase in
accordance with the provisions of the Indenture (as defined below) one common
share (a "COMMON SHARE") of Gryphon Gold Corporation (the "COMPANY") for each
such Warrant represented hereby at a price of Cdn$ __ per Common Share or the
Canadian dollar equivalent thereof in accordance with the terms of the Indenture
referred to below (the "EXERCISE PRICE") by surrendering to Computershare Trust
Company of Canada (the "TRUSTEE") at its principal office in the City of
Toronto, Ontario or at the principal office of Computershare Trust Company, Inc.
(the "U.S. AGENT") in the City of Golden, Colorado this certificate together
with an executed exercise form (the "EXERCISE

                     *French translation has been omitted.


                                       -2-


FORM") in the form of the attached Exercise Form or any other written notice in
a form satisfactory to the applicable Trustee, in either case duly completed and
executed, and a certified cheque, bank draft or money order payable at par to or
to the order of Gryphon Gold Corporation in the amount equal to the Exercise
Price multiplied by the number of Common Shares subscribed for (subject to
adjustment in certain circumstances); provided that unless the holder has
surrendered the Warrants represented hereby for exercise pursuant to the
provisions hereof and of the Indenture on or prior to the Expiry Time, the
Warrants represented hereby shall be void and of no effect.

Upon the exercise of the Warrants evidenced hereby, the Company shall cause to
be issued to the person(s) in whose name(s) the Common Shares so subscribed for
are to be issued (provided that if the Common Shares are to be issued to a
person other than a holder of this Warrant certificate, the holder's signature
on the Exercise Form herein shall be guaranteed by a Canadian chartered bank, a
major trust company in Canada, a firm which is a member of a recognized stock
exchange in Canada, a member of the Investment Dealers Association of Canada, a
national securities exchange in the United States, or the National Association
of Securities Dealers, Inc. or a participant in the Securities Transfer Agents
Medallion (STAMP) Program (an "ELIGIBLE INSTITUTION")) the number of Common
Shares to be issued to such person(s), and such person(s) shall become a holder
in respect of Common Shares with effect from the date of such exercise and upon
the due surrender of this Warrant certificate the Company will, within three
Business Days after receipt of notice from the Trustee of the exercise of such
Warrants, cause a certificate(s) representing

                     *French translation has been omitted.


                                       -3-


such Common Shares to be made available for pick-up by such person(s) at the
principal office of the Trustee in the City of Toronto, Ontario or mailed to be
available for pick-up at the principal office of the U.S. Agent in the City of
Golden, Colorado or mailed to such person(s) at the address(es) specified in
such Exercise Form.

If any Common Shares issuable upon the exercise of Warrants require the
maintenance of a current Registration Statement, with respect to such Shares
under the Securities Act of 1933, as amended (the "1933 ACT"), in no event shall
such Common Shares be issued unless the Common Shares are registered under the
1933 Act pursuant to an effective Registration Statement and the Company causes
to be delivered to the holder a U.S. Prospectus; provided, however that, if the
Registration Statement ceases to be effective, prior to the Expiry Time and for
so long as the Registration Statement is not effective, subject to applicable
law, a holder of any Warrant may, at its option: (i) exercise such Warrants, if
the holder is not a U.S. Purchaser and the holder delivers a duly completed and
executed Warrant Exercise Certification (in the form attached as Schedule B to
the Indenture) certifying that the holder: (A)(1) is not in the United States;
(2) is not a U.S. Person and is not exercising the Warrants for, or on behalf or
benefit of, a U.S. Person or person in the United States; (3) did not execute or
deliver the Warrant Exercise Form in the United States; (4) agrees not to engage
in hedging transactions with regard to the Securities prior to the expiration of
the one-year distribution compliance period set forth in Rule 903(b)(3) of
Regulation S; (5) acknowledges that the Common Shares issuable upon exercise of
the Warrants are "restricted securities" as defined in Rule 144 of the 1933 Act
and upon the issuance thereof, and until such time as the

                     *French translation has been omitted.


                                       -4-


same is no longer required under the applicable requirements of the 1933 Act or
applicable U.S. state laws and regulations, the certificates representing the
Common Shares will bear a restrictive legend; and (6) acknowledges that the
Company shall refuse to register any transfer of the Securities not made in
accordance with the provisions of Regulation S, pursuant to registration under
the 1933 Act, or pursuant to an available exemption from registration under the
1933 Act; and (B) neither the Corporation nor the holder has engaged in any
"directed selling efforts" (as defined in Regulation S) in the United States; or
(ii) exercise such Warrants in a transaction that does not require registration
under the 1933 Act or any applicable U.S. state laws and regulations and the
holder has (A) delivered a duly completed and executed Warrant Exercise
Certification (in the form attached hereto as Schedule B) certifying that the
holder is exercising the Warrants pursuant to such exemptions and (B) furnished
to the Company, prior to such exercise, an opinion of counsel of recognized
standing in form and substance satisfactory to the Company to such effect; or
(iii) if (A) the Current Market Price of one Common Share is greater than the
Exercise Price and (B) a Registration Statement is not then effective, in lieu
of exercising the Warrants by payment of cash, a holder may exercise such
Warrants by a cashless exercise and shall receive the number of Common Shares
equal to an amount as determined in Section 3.1(b)(iii) of the Indenture. If no
Registration Statement is effective at any time when any Warrant is exercised,
the holder shall deliver a completed Warrant Exercise Certification (attached as
Schedule B to the Indenture) to the Trustee and the Company.

                     *French translation has been omitted.


                                       -5-


This Warrant Certificate represents Warrants of the Company issued under the
provisions of an Indenture (which indenture, together with all other instruments
supplemental or ancillary thereto, is herein referred to as the "INDENTURE")
dated __ between the Company and the Trustee, to which Indenture reference is
hereby made for particulars of the rights of the holders and the Company and of
the Trustee in respect thereof and the terms and conditions upon which the
Warrants are issued and held, all to the same effect as if the provisions of the
Indenture were herein set forth, to all of which the holder by acceptance hereof
assents. A copy of the Indenture will be provided at no cost to a holder who
makes a request for such copy to the Company or to the Trustee. If any conflict
exists between the provisions contained herein and the provisions of the
Indenture, the provisions of the Indenture shall govern.

The Indenture provides for adjustments to the right of exercise, including the
Exercise Price and the amount of and class and kind of securities or other
property issuable upon exercise, upon the happening of certain stated events,
including the subdivision or consolidation of the Common Shares, certain
distributions of Common Shares or securities convertible into Common Shares or
of other securities or assets of the Company, certain offerings of rights,
warrants or options, certain reorganizations, certain issuer bids, tender offers
or exchange offers and the declaration of certain dividends.

                     *French translation has been omitted.


                                      -6-


No fractional Common Shares are issuable upon the exercise of this Warrant. The
Company will pay an amount in cash in lieu of issuing fractional Common Shares,
in accordance with the Indenture. Holders of Warrants will not have any rights
as shareholders of the Company by virtue of holding such Warrants.

Upon presentation to the Trustee at its principal office in the City of Toronto,
Ontario or at the principal office of the U.S. Agent in the City Golden,
Colorado, subject to the provisions of the Indenture and upon compliance with
the reasonable requirements of the Trustee, this Warrant certificate may be
exchanged for Warrant certificates in any other denomination representing in the
aggregate the same number of Warrants. If the holder subscribes for a lesser
number of Common Shares than the number of shares referred to in this Warrant
certificate, the holder shall be entitled to receive a further Warrant
certificate in respect of Common Shares referred to in this Warrant certificate
but not subscribed for. The Company and the Trustee may treat the registered
holder of this Warrant certificate for all purposes as the absolute owner
hereof. The holding of this Warrant certificate shall not constitute the holder
thereof a holder of Common Shares or entitle him to any right or interest in
respect thereof except as herein and in the Indenture expressly provided.

Warrants may be transferred upon compliance with the conditions described in the
Indenture, on the register to be kept at the principal office of the Trustee in
the City of Toronto, by the registered holder thereof or his executors or
administrators or other legal representatives, or his or their attorney
appointed by instrument in

                     *French translation has been omitted.


                                      -7-


writing in form and execution satisfactory to the Trustee with a signature
guaranteed by an Eligible Institution and upon compliance with such reasonable
requirements as the Trustee may prescribe (including the requirement to provide
evidence of satisfactory compliance with applicable securities laws).

The Indenture contains provisions making binding upon the holders of Warrants
outstanding thereunder resolutions passed at meetings of such holders held in
accordance with such provisions and instruments in writing signed by the holders
holding a specified percentage of the then unexercised Warrants.

This Warrant certificate and the Indenture shall be governed by the laws of the
Province of Ontario and the federal laws of Canada applicable in that province.
Time shall be of the essence hereof and of the Indenture. This Warrant
certificate shall not be valid for any purpose until it has been certified by or
on behalf of the Trustee for the time being under the Indenture.

IN WITNESS WHEREOF the Corporation has caused this Warrant certificate to be
signed by its duly authorized officer as of __.

                            GRYPHON GOLD CORPORATION

Per/par:
     Authorized Signing Officer/Signaire autorise

                     *French translation has been omitted.



                       EXERCISE FORM/FORMULAIRE D'EXERCICE

TO: GRYPHON GOLD CORPORATION (the "CORPORATION")

The undersigned holder of the within Warrants hereby irrevocably exercises the
Warrants represented hereby and subscribes for the maximum number of Common
Shares (or other shares or securities or property issuable in accordance with
the Indenture) of Gryphon Gold Corporation issuable pursuant to the number of
warrants being exercised as specified below on the terms specified in the said
Warrants and the Indenture at the Exercise Price and on the terms and conditions
set forth in this certificate and in the Indenture and encloses herewith a
certified cheque, bank draft or money order payable at par to the order of
Gryphon Gold Corporation in an amount equal to the Exercise Price multiplied by
the number of Common Shares subscribed for (subject to adjustment in certain
circumstances). The undersigned hereby directs that the said Common Shares be
issued in the name of the undersigned and delivered to the address of the
undersigned as shown on the register of holders of Warrants, unless otherwise
specified in the space provided below.

Name: __________________________________________________________________________

Nom : __________________________________________________________________________
      Please print or type name and address (including postal code) -

Address: _________________________

Number of Warrants being Exercised: ____________________________________________

                     *French translation has been omitted.


                                       -2-


 SOCIAL INSURANCE OR   -----------------------
    OTHER TAXPAYER
IDENTIFICATION NUMBER  -----------------------


DATED this ________________ day of ______________,

Signature guaranteed by: ________________________

Signature garantie par : ________________________

Note: If the signature of the person executing this form is to be guaranteed, it
must be guaranteed by an Eligible Institution. The guarantor must affix a stamp
bearing the actual words: "Signature Guarantee"

Please indicate desired delivery method:

[ ] Please mail the certificate representing the aforesaid Common Shares (and
certificate representing warrants not being exercised, if any) to the following
address:

________________________________________________________________________________

________________________________________________________________________________

                     *French translation has been omitted.


                                       -3-


[ ] Please hold the certificate representing the aforesaid Common Shares for
pick up by the undersigned at 100 University Avenue, 9th Floor, Toronto, Ontario
M5J 2Y1, Attention: Corporate Trust.

[ ] Please hold the certificate representing the aforesaid Common Shares for
pick up by the undersigned at __.

Please note that if Common Shares are to be issued to a person other than the
registered holder, the registered holder must pay to the Trustee all exigible
taxes and duly execute the form of transfer and the signature of the registered
holder must be guaranteed.

                                  TRANSFER FORM

FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers unto

________________________________________________________________________________
               Please print or type name and address of assignee -

________________________________________________________________________________
Warrants represented by the within Warrant certificate and does hereby
irrevocably constitute and appoint

________________________________________________________________________________
as attorney, such attorney may substitute another to act for him, to transfer
the said Warrants on the books of the Trustee and/or the Corporation.

DATED this ___ day of __________________,

                     *French translation has been omitted.


                                      -4-


Signature guaranteed by:  ___________________________

                          ___________________________
                           Name of registered holder
                                 (please print)

                          ___________________________
                               Signature of or on
                          behalf of registered holder

                          ___________________________
                               Officer, Title or
                              other Authorization
                         (if holder not an individual)

Note: Signature of holder must be guaranteed by an Eligible Institution. The
guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEE".

Upon any due transfer of Warrants, the transferee of a Warrant shall be a
permitted assignee of the transferring holder and shall be entitled to the
benefits of the covenants of the Corporation contained in the Warrant Indenture
and granted by the Corporation, subject to the restrictions and limitations
described therein.

NOTICE: The signature on this assignment must correspond exactly with the name
as written upon the face of this certificate.

                     *French translation has been omitted.


                                       -5-


                                   SCHEDULE B
                         WARRANT EXERCISE CERTIFICATION
                (TO BE COMPLETED ONLY IF A REGISTRATION STATEMENT
                                IS NOT EFFECTIVE)

To: GRYPHON GOLD CORPORATION
And To: COMPUTERSHARE TRUST COMPANY OF CANADA

The undersigned holder of the within Warrant Certificate, pursuant to the
Warrant Indenture mentioned therein, hereby exercises certain Warrants (the
"Exercised Warrants") evidenced thereby and hereby subscribes for a number of
Common Shares of GRYPHON GOLD CORPORATION equal to such number of Common Shares
or number or amount of other securities or property, or combination thereof, to
which such exercise entitles him under the provisions of the Warrant Indenture
at an aggregate price equal to the product of the Exercise Price and the number
of Exercised Warrants, and on the terms specified in such Warrant Certificate
and the Warrant Indenture, and in payment therefor, delivers herewith a bank
draft, certified cheque or money order payable to GRYPHON GOLD CORPORATION.
Capitalized terms not defined herein shall have the definitions set forth in the
Warrant Indenture.

The undersigned represents that it (A) has had access to such current public
information concerning GRYPHON GOLD CORPORATION as it considered necessary in
connection with its investment decision and (B) understands that the securities
issuable upon exercise hereof have not been registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act").

The undersigned represents and warrants that it: [CHECK ONE ONLY]

[ ]   A.   is not a U.S. Purchaser and it (1) is not in the United States; (2)
           is not a U.S. Person and is not exercising the Warrants for, or on
           behalf or benefit of, a U.S. Person or person in the United States;
           (3) did not execute or deliver the Warrant Exercise Form in the
           United States; (4) agrees not to engage in hedging transactions with
           regard to the Securities prior to the expiration of the one-year
           distribution compliance period set forth in Rule 903(b)(3) of
           Regulation S; (5) acknowledges that the Common Shares issuable upon
           exercise of the Warrants are "restricted securities" as defined in
           Rule 144 of the 1933 Act and upon the issuance thereof, and until
           such time as the same is no longer required under the applicable
           requirements of the 1933 Act or applicable U.S. state laws and
           regulations, the certificates representing the Common Shares will
           bear a restrictive legend; and (6) acknowledges that the Company
           shall refuse to register any transfer of the Securities not made in
           accordance with the provisions of Regulation S, pursuant to
           registration under the 1933 Act, or pursuant to an available
           exemption from registration under the 1933 Act; and (B) it holder has
           not engaged in any "directed selling efforts" (as defined in
           Regulation S) in the United States.

                     *French translation has been omitted.


                                       -6-


[ ]   B.   the undersigned is delivering a written opinion of U.S. Counsel or a
           written confirmation from the Company to the effect that the Warrants
           and the Common Shares to be delivered upon exercise hereof have been
           registered under the United States Securities Act of 1933, as amended
           (the "U.S. Securities Act") or are exempt from registration
           thereunder.

[ ]   C.   the undersigned elects to exercise its the "cashless" exercise right
           in accordance with the terms hereof and Section 3(b)(iii) of the
           Warrant Indenture with respect to ________ Warrants. The undersigned
           will receive that number of Common Shares equal to the product of (x)
           the number of Warrants as to which is being exercised multiplied by
           (y) a fraction, the numerator of which is the Current Market Price
           per Common Share (as defined in the Warrant Indenture) less the
           Exercise Price and the denominator of which is such Current Market
           Price per Common Share.

Unless Box C above is checked, the undersigned holder understands that the
certificate representing the Company's Common Shares is issued upon exercise of
this Warrant will bear a legend restricting the transfer without registration
under the U.S. Securities Act and applicable state securities laws substantially
the form set forth in Section 3.1(c) of the Warrant Indenture.

If the holder has checked Box C above, upon exercise of the Warrants pursuant to
the cashless exercise provision in Section 3.1(b)(iii) of the Indenture, the
holder must tender the original warrant certificate; the exercise form and this
Schedule B -- Warrant Exercise Certification directly to Gryphon Gold
Corporation, Suite 810, 1130 West Pender St. Vancouver, B.C. V6E 4A4.

Name: __________________________________________________________________________
         Please print or type name and address (including postal code)

Address: __________________________


Number of Warrants being Exercised: ____________________________________________

                                    ____________________________________________

DATED this __________________ day of _________,


Signature guaranteed by: _____________________

                                        ----------------------------------------
                                        Name of registered holder (please print)


                                        ----------------------------------------
                                        Signature of or on behalf of
                                        registered holder

                                        ----------------------------------------
                                        Office, Title or other Authorization (if
                                        holder not an individual)
                     *French translation has been omitted.

EX-23.1

                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated June 29, 2005 (except as to note 12 which is as of
August 17, 2005 and note 11 which is as of September 30, 2005) in Amendment No.
3 to the Registration Statement (Form SB-2 No. 333-127635) and related
Prospectus of Gryphon Gold Corporation for the registration of Units, each
consisting of one Common Share and one-half of one Class A Warrant.

/s/ Ernst & Young LLP

Vancouver, Canada
October 26, 2005

EX-23.5

                                                                    Exhibit 23.5

                                Consent of Expert
                                -----------------

Gold Field Mineral Services

October 19, 2005

United States Securities and Exchange Commission
One Station Place
100 F Street NE
Washington, D.C.  20549


Ladies and Gentlemen:

We have reviewed the section entitled "Gold Industry and the Gold Market --
Supply and Demand Fundamentals" contained in the Form SB-2 registration
statement (the "Form SB-2") (SEC File No. 333-127635) filed by Gryphon Gold
Corporation (the "Company"), and the information attributed to our report
entitled the "Gold Field Mineral Services Survey 2005" (the "Report"). We
consent to the use of information derived from the Report in the Form SB-2 and
any amendments thereto. We consent to the reference to Gold Field Mineral
Services in the SB-2 and any amendments thereto.

                                            Gold Field Mineral Services

                                            /s/ Philip Newman
                                            ---------------------------------
                                            Name:  Philip Newman
                                            Title: Senior Analyst